LFMDP LifeMD Inc

 

 

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): December 11, 2023

 

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.)

 

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:

 

☐	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 Global Market
Series A Cumulative 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 3.02 Unregistered Sales of Equity Securities.

 

Medifast Collaboration and Private Placement

 

On December 11, 2023, LifeMD, Inc., (the “Company”) entered into a collaboration with Medifast, Inc. through and with certain of its wholly-owned subsidiaries (“Medifast”) (collectively, the “Parties”). Pursuant to certain agreements between the Parties, Medifast has agreed to pay to the Company the amount of $10 million to support the collaboration, funding enhancements to the Company platform, operations and supporting infrastructure, of which $5 million was paid at the closing on December 12, 2023, and the remainder is to be paid in two $2.5 million installments on March 31, 2024 and June 30, 2024 (or earlier upon the Company’s achievement of certain program milestones). These agreements contain customary representations, warranties, and other obligations of the Parties. 

 

In addition, in connection with the collaboration, on December 11, 2023, the Company entered into a Stock Purchase Agreement with Medifast’s wholly-owned subsidiary Jason Pharmaceuticals, Inc. (the “Purchaser”), whereby the Company issued 1,224,425 shares of its common stock, par value $0.01 per share, in a private placement (the “Private Placement”) at a purchase price of $8.1671 per share, for aggregate proceeds of approximately $10,000,000. Also therein, the Company granted the Purchaser the right, for a period contemporaneous with the ongoing collaboration, to appoint one non-voting observer to the Board of Directors of the Company, entitled to attend Board meetings. The Private Placement closed on December 12, 2023.

 

Contemporaneously, the Company and the Purchaser entered into a Registration Rights Agreement, dated December 11, 2023 (the “Registration Rights Agreement”), under which the Company, upon demand by Medifast, will register the shares of common stock sold thereunder.

 

The issuance of shares of Common Stock in the Private Placement described above were made in reliance on the exemption from registration afforded under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Rule 506 of Regulation D under the Securities Act.

 

Cleared Purchase Agreement

 

As previously disclosed, on January 11, 2022, the Company entered into a Stock Purchase Agreement (the “Cleared Purchase Agreement), as amended on February 4, 2003 (the “First Amendment”), by and among the Company, Cleared Technologies, PBC, a Delaware public benefit corporation (“Cleared”) and the stockholders of Cleared identified therein (the “Sellers”). On October 17, 2023, the Company issued 117,583 shares of its common stock related to the fourth of five quarterly installment payments due to the Sellers under the Cleared Purchase Agreement. The First Amendment, among other things, reduced the total purchase price for Cleared’s stock by $250 thousand to a total of $3.67 million, of which $460 thousand was paid at closing, with the remaining amount to be paid in the five quarterly installments beginning on or before February 6, 2023 and ending January 15, 2024.

 

The issuances of shares of the Company’s common stock pursuant to the First Amendment described above were made in reliance on the exemption from registration afforded under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D under the Securities Act.

 

Stock Awards and Options

 

In the fourth quarter of 2023, through the date of this report, the Company has issued 526,125 shares of its common stock to its employees related to vested restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) granted under its 2020 Equity and Incentive Plan and amendments thereto (the “Plan”). In the same period, the Company has issued 37,500 shares of its common stock on the exercise of stock options that were granted under the Plan.

 

The issuances of shares pursuant to the RSUs, RSAs, and stock options identified above were not registered under the Securities Act of 1933, as amended. Such issuances were made in reliance upon the exemption from registration provided by Section 4(a)(2) under the Securities Act and/or Rule 506 of Regulation D under the Securities Act.

 

 

Item 7.01 Regulation FD Disclosure.

 

On December 13, 2023, the Company issued a press release, attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the collaboration with Medifast, the Private Placement and related transactions.

 

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 8.01 Other Events.

 

The information related to the Medifast collaboration and Private Placement disclosed under Item 3.02 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01 to the extent required herein.

 

Item 9.01. Exhibits.

 

(d) Exhibits

 

Exhibit No.		Exhibit
99.1		Press Release dated December 13, 2023
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:	December 13, 2023	By:	/s/ Eric Yecies
			Eric Yecies
			Chief Legal Officer and General Counsel

 

 

Exhibit 99.1

 

 

LifeMD and Medifast Partner to Offer Transformative Weight Management Solution

 

Collaboration will integrate LifeMD’s telehealth platform and GLP-1 offering for medically qualified patients with OPTAVIA Coach-guided, healthy lifestyle solution

 

Medifast has invested $20 million, including a $10 million payment in support of the collaboration and a $10 million purchase of LifeMD common stock

 

Conference call to discuss LifeMD and Medifast collaboration begins at 10:00 AM EST today

 

NEW YORK, Dec. 13, 2023 – LifeMD, Inc.^™ (Nasdaq: LFMD), a leading provider of virtual primary care services, today announced a strategic alliance with Medifast (NYSE: MED), the health and wellness company known for its habit-based and coach-guided lifestyle solution OPTAVIA®. Under the terms of the agreement, Medifast will utilize LifeMD’s virtual care technology platform to provide OPTAVIA Clients access to a clinically supported weight management program, including GLP-1 medications. This collaboration further establishes LifeMD in a market that is projected to reach $100 billion by 2030.¹ In addition, LifeMD will have the ability to offer its patients an independent OPTAVIA Coach and other lifestyle support services as part of its weight management program.

 

This collaboration is intended to create a comprehensive, accessible, and coordinated approach to combating the escalating obesity public health crisis. By blending LifeMD’s and Medifast’s best-in-class capabilities, the collaboration uniquely offers clinical care complemented by one-on-one OPTAVIA Coach support, clinically proven plans and scientifically developed products, a proprietary Habits of Health® Transformational System, as well as community support, delivering a complete solution for effective weight management.

 

As part of the agreement, Medifast has invested $20 million into LifeMD, including $10 million in contributions to support the collaboration, funding enhancements to the LifeMD platform, operations and supporting infrastructure, and a $10 million purchase of LifeMD’s common stock.

 

“Combining lifestyle programs and individualized support with top-tier medical care and prescription therapeutics, like GLP-1 medications, is crucial for improving and sustaining metabolic health outcomes,” said Justin Schreiber, Chairman and CEO of LifeMD. “Medifast’s proven coaching model and its established OPTAVIA brand is tightly aligned with LifeMD’s innovative virtual care platform and network of affiliated clinicians. This synergy is not just complementary; it significantly amplifies LifeMD’s impact in the weight loss sector. With Medifast’s extensive client base and our advanced virtual care services, we believe that together we are exceptionally positioned to redefine the weight management industry.”

 

 

Medifast and LifeMD agreed to collaborate following a successful pilot program focused on providing personalized support centered on holistic health rather than weight loss alone. A recent Medifast-commissioned survey revealed that over 40% of consumers with a BMI greater than 27 are interested in prescription weight-loss medication, with even higher interest among those needing to lose more than 35 pounds.² LifeMD’s robust technology platform, along with its clinician-driven model – including providers licensed across all 50 states – is uniquely suited to support Medifast’s position as a leader in the U.S. weight management industry.

 

“This is a pivotal moment for our business as we take the next step in an aggressive transformation to drive growth in this evolving health and wellness landscape,” said Dan Chard, Chairman and CEO of Medifast. “Millions of people are seeking a solution that I believe we are uniquely positioned to provide. Together, Medifast and LifeMD expect to offer a comprehensive health offering starting with weight management, built around a powerful model of support that includes an independent OPTAVIA Coach and a board-certified affiliated clinician. Both companies have a long-standing scientific and clinical heritage and share a commitment to helping people make living a healthy lifestyle second nature.”

 

Medifast is known for its habit-based and coach-guided lifestyle solution, OPTAVIA, which provides a simple yet comprehensive approach to help achieve lasting optimal health and wellbeing. OPTAVIA offers clinically proven plans, scientifically developed products and a framework for habit creation reinforced by 47,100 active earning coaches,³ about 90% of whom started as customers, and community support. As a physician-founded company with a 40+ year history, Medifast is a leader in the U.S. weight management industry and has impacted more than 3 million lives to date.

 

Conference Call

 

LifeMD and Medifast management will hold a conference call to discuss this transaction and answer questions today beginning at 10:00 AM EST. The call will be broadcast live over the Internet, hosted on the Investor Relations section of LifeMD’s investor website at www.ir.lifemd.com or directly here and will be archived online and available through March 13, 2024. In addition, listeners may dial (877) 451-6152 to join via telephone. A telephonic playback will be available from 2:00 PM EST, December 13, 2023, through December 20, 2023. Participants can dial (844) 512-2921 and enter access code 13743024 to hear the playback. Slides describing the announcement are available at www.ir.lifemd.com.

 

About LifeMD, Inc.

 

LifeMD is a leading provider of virtual primary care. LifeMD offers telemedicine, laboratory and pharmacy services, and specialized treatment across more than 200 conditions, including primary care, men’s health, women’s health, allergy & asthma, and dermatology. Leveraging a vertically-integrated, proprietary digital care platform, a 50-state affiliated medical group, and a U.S.-based patient care center, LifeMD is elevating healthcare by increasing access to top-notch 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.

 

Company Contact

 

Marc Benathen, Chief Financial Officer

marc@lifemd.com

 

Media Contact

 

Jessica Friedeman, Chief Marketing Officer

press@lifemd.com

 

¹ Terence Flynn, Framing the Mounjaro bull case in diabesity, Morgan Stanley Research, September, 14, 2023

² Independent research commissioned by Medifast, June 2023

³ As publicly announced for Q3 2023

 

 

v3.23.3

Cover	Dec. 11, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 11, 2023
Entity File Number	001-39785
Entity Registrant Name	LIFEMD, INC.
Entity Central Index Key	0000948320
Entity Tax Identification Number	76-0238453
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	800 Third Avenue
Entity Address, Address Line Two	Suite 2800
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	(866)
Local Phone Number	351-5907
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock Par Value [Member]
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	LFMD
Security Exchange Name	NASDAQ
Series Cumulative [Member]
Title of 12(b) Security	Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share
Trading Symbol	LFMDP
Security Exchange Name	NASDAQ

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