Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on December 21, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

LIFEMD, INC.

(Exact name of registrant as specified in its charter)

Delaware

76-0238453

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

236 Fifth Avenue, Suite 400
New York, New York		10001
(Address of Principal Executive Offices)		(Zip Code)

LIFEMD, INC. AMENDED AND RESTATED 2020 EQUITY AND INCENTIVE PLAN

DIRECTOR AND EMPLOYEE AGREEMENTS

(Full title of the plan)

Justin Schreiber

236 Fifth Avenue, Suite 400

New York, NY 10001

(866) 351-5907

(Name and address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Cam C. Hoang, Esq.

Dorsey & Whitney LLP

50 South Sixth Street, Suite 1500

Minneapolis, Minnesota 55402

(612) 492-6109

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[X]	Smaller reporting company	[X]
		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 7(a)(2)(B) of the Securities Act. [ ]

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by LifeMD, Inc., a Delaware corporation (the “Registrant”).

This Registration Statement includes a prospectus (the “Reoffer Prospectus”) prepared in accordance with General Instruction C of Form S-8 and in accordance with the requirements of Part I of Form S-3. This Reoffer Prospectus may be used for the reoffer and resale of 2,038,750 shares of common stock, par value $0.01 per share (the “Common Stock”) on a continuous or delayed basis that may be deemed to be “restricted” or “control securities” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder, that are issuable to certain of our employees, executive officers and directors identified in the Reoffer Prospectus. The number of shares of Common Stock included in the Reoffer Prospectus represents shares of Common Stock issuable to the selling stockholders pursuant to equity awards, including stock options and restricted stock units, granted to the selling stockholders and does not necessarily represent a present intention to sell any or all such shares of Common Stock.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of this Registration Statement is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to plan participants as required by Rule 428(b)(1).

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2,038,750 Shares of Common Stock Offered by Selling Stockholders

This reoffer prospectus (“Reoffer Prospectus”) relates to the offer and sale from time to time by the selling stockholders named in this Reoffer Prospectus (the “Selling Stockholders”), or their permitted transferees, of up to 2,038,750 shares of common stock, par value $0.01 per share, of LifeMD, Inc., a Delaware corporation (“Common Stock”), which are issuable to each Selling Stockholder pursuant to awards granted by the Company to the Selling Stockholders under (i) the LifeMD, Inc. Amended and Restated 2020 Equity and Incentive Plan (the “Plan”), including stock options and restricted stock units, (ii) certain agreements with directors of LifeMD, Inc. (the “Director Agreements”) or (iii) certain agreements and arrangements with executive officers and employees of LifeMD, Inc. (the “Employee Agreements”).

We are not offering any shares of Common Stock and will not receive any proceeds from the sale of the shares of Common Stock by the Selling Stockholders pursuant to this Reoffer Prospectus. The Selling Stockholders are certain of our employees and certain of our directors and executive officers, each of whom is an “affiliate” of our company (as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)).

Subject to the satisfaction of any conditions to vesting of the shares of Common Stock offered hereby pursuant to the terms of the relevant award agreements, the Selling Stockholders may from time to time sell, transfer or otherwise dispose of any or all of the shares of Common Stock covered by this Reoffer Prospectus through underwriters or dealers, directly to purchasers (or a single purchaser) or through broker-dealers or agents. If underwriters or dealers are used to sell the shares of Common Stock, we will name them and describe their compensation in a prospectus supplement. The shares of Common Stock may be sold in one or more transactions at fixed prices, prevailing market prices at the time of sale, prices related to the prevailing market prices, varying prices determined at the time of sale or negotiated prices. We do not know when or in what amount the Selling Stockholders may offer the shares of Common Stock for sale. The Selling Stockholders may sell any, all or none of the shares of Common Stock offered by this Reoffer Prospectus. See “Plan of Distribution” beginning on page 12 for more information about how the Selling Stockholders may sell or dispose of the shares of Common Stock covered by this Reoffer Prospectus. The Selling Stockholders will bear all sales commissions and similar expenses. We will bear all expenses of registration incurred in connection with this offering, including any other expenses incurred by us in connection with the registration and offering that are not borne by the Selling Stockholders.

Shares of Common Stock that will be issued pursuant to restricted stock units and stock options granted to Selling Stockholders will be “restricted securities” or “control securities” under the Securities Act before their sale under this Reoffer Prospectus. This Reoffer Prospectus has been prepared for the purposes of registering the shares of Common Stock under the Securities Act to allow for future sales by Selling Stockholders on a continuous or delayed basis to the public without restriction.

Our Common Stock is listed on Nasdaq under the symbol “LFMD.”

We are a “smaller reporting company” under federal securities laws and are subject to reduced public company reporting requirements.

Investing in our Common Stock involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” on page 5 of this Reoffer Prospectus and under similar headings in the documents that are incorporated by reference into this Reoffer Prospectus, as well as “Cautionary Note Regarding Forward-Looking Statements” on page 3 of this Reoffer Prospectus.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Reoffer Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Reoffer Prospectus is December 21, 2023.

Table of Contents
		Page
About this Prospectus		1
Where You Can Find More Information		1
Incorporation of Certain Information by Reference		1
Cautionary Note Regarding Forward-Looking Statements		3
Prospectus Summary		4
Risk Factors		5
Use of Proceeds		5
Selling Stockholders		5
Plan of Distribution		12
Legal Matters		12
Experts		12

You should rely only on the information contained or incorporated by reference in this Reoffer Prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor the Selling Stockholders are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this Reoffer Prospectus is accurate only as of the date hereof. Additionally, any information we have incorporated by reference in this Reoffer Prospectus is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this Reoffer Prospectus or any sale of securities. Our business, financial condition, results of operations and prospects may have changed since that date.

When used in this Reoffer Prospectus, the terms “LifeMD,” the “Company,” “we,” “our” and “us” refer to LifeMD, Inc., a Delaware corporation, and its subsidiaries, unless otherwise specified.

ABOUT THIS PROSPECTUS

This Reoffer Prospectus contains important information you should know before investing, including important information about the Company and the securities being offered. You should carefully read this Reoffer Prospectus, as well as the additional information contained in the documents described under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” in this Reoffer Prospectus, and in particular the periodic and current reporting documents we file with the Securities and Exchange Commission (the “Commission”). We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This Reoffer Prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

You should not assume that the information in this Reoffer Prospectus or any documents we incorporate by reference herein or therein is accurate as of any date other than the date on the front of those documents. Our business, financial condition, results of operations and prospects may have changed since those dates.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other documents with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Commission maintains a website that contains reports, proxy and information statements and other information regarding issuers, including the Company, that file electronically with the Commission. You may obtain copies of the registration statement and its exhibits and the other documents that we file with the Commission at www.sec.gov.

We also make these documents available on the investor relations portion of our website at www.lifemd.com. Our website and the information contained or connected to our website is not incorporated by reference in this Reoffer Prospectus, and you should not consider it part of this Reoffer Prospectus. Our principal executive office is located at 236 Fifth Avenue, Suite 400, New York, New York 10001, and can be reached by telephone at (866) 351-5907.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The Commission rules permit us to incorporate by reference information in this Reoffer Prospectus. This means that we can disclose important information to you by referring you to another document filed separately with the Commission. The information incorporated by reference is considered to be part of this Reoffer Prospectus, except for information superseded by information contained in this Reoffer Prospectus itself or in any subsequently filed incorporated document. This Reoffer Prospectus incorporates by reference the documents set forth below that we have previously filed with the Commission, other than information in such documents that is deemed to be furnished and not filed. These documents contain important information about the Company and its business and financial condition.

	(1)	The Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Commission on March 22, 2023 (File No. 001-39785);

	(2)	the Company’s Current Reports on Form 8-K, filed with the Commission on February 10, 2023 , February 10, 2023 , March 23, 2023 , June 20, 2023 , June 22, 2023 , July 7, 2023 , July 14, 2023 , July 31, 2023 , November 14, 2023 and December 13, 2023 ;

	(3)	the Company’s Definitive Proxy Statement, filed with the Commission on April 28, 2023 ;

	(4)	the Company’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2023 , filed with the Commission on May 12, 2023, the quarter ended June 30, 2023 , filed with the Commission on August 9, 2023, and the quarter ended September 30, 2023, filed with the Commission on November 8, 2023 ; and

	(5)	the description of the Company’s Common Stock contained in its Registration Statement on Form 8-A, filed with the Commission on December 9, 2020, including any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to the Registration Statement of which this Reoffer Prospectus forms a part which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this Reoffer Prospectus and to be a part hereof from the date of the filing of such documents, except that information furnished to the Commission under Item 2.02 or Item 7.01 in Current Reports on Form 8-K and any exhibit relating to such information, shall not be deemed to be incorporated by reference in this Reoffer Prospectus.

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference in this Reoffer Prospectus shall be deemed to be modified or superseded for purposes of this Reoffer Prospectus to the extent that a statement contained in this Reoffer Prospectus, or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Reoffer Prospectus, modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Reoffer Prospectus.

The Company undertakes to provide without charge to each person, including any beneficial owner, to whom a copy of this Reoffer Prospectus is delivered, upon written or oral request of any such person, a copy of any and all of the information that has been incorporated by reference in this Reoffer Prospectus but not delivered with this Reoffer Prospectus other than the exhibits to those documents, unless the exhibits are specifically incorporated by reference into the information that this Reoffer Prospectus incorporates. Documents incorporated by reference in this Reoffer Prospectus may be obtained by requesting them in writing or by telephone from us at:

Corporate Secretary

236 Fifth Avenue, Suite 400

New York, New York 10001

(866) 351-5907

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

All statements contained in this Reoffer Prospectus other than statements of historical fact, including statements regarding our future results of operations, financial position, market size and opportunity, our business strategy and plans, the factors affecting our performance and our objectives for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “expect,” “objective,” “plan,” “potential,” “seek,” “grow,” “target,” “if” and similar expressions and their negatives are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described under “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Reoffer Prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Forward-looking statements contained in this Reoffer Prospectus include, but are not limited to, statements about:

	●	changes in the market acceptance of our products;

	●	increased levels of competition;

	●	changes in political, economic or regulatory conditions generally and in the markets in which we operate;

	●	our relationships with our key customers;

	●	our ability to retain and attract senior management and other key employees;

	●	our ability to quickly and effectively respond to new technological developments;

	●	our ability to protect our trade secrets or other proprietary rights, operate without infringing upon the proprietary rights of others and prevent others from infringing on our proprietary rights;

	●	our ability to successfully commercialize our products on a large enough scale to generate profitable operations;

	●	business interruptions resulting from geo-political actions, including war, and terrorism or disease outbreaks (such as COVID-19);

	●	our ability to continue as a going concern;

	●	our need to raise additional funds in the future;

	●	our ability to successfully implement our business plan;

	●	being able to scale our telehealth platform built to improve the experience and medical care provided to patients across the country;

	●	intellectual property claims brought by third parties; and

	●	the impact of any industry regulation.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Reoffer Prospectus. You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by law, we do not intend to update any of these forward-looking statements after the date of this Reoffer Prospectus or to conform these statements to actual results or revised expectations.

You should read this Reoffer Prospectus, the documents that incorporated by reference herein, and the documents we have filed with the Commission as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

PROSPECTUS SUMMARY

This Reoffer Prospectus is part of a registration statement that we filed with the Commission. We have provided to you in this Reoffer Prospectus a general description of the Selling Stockholders and the distribution of the shares. To the extent there is a conflict between the information contained in this Reoffer Prospectus and any of our subsequent filings with the Commission, the information in the document having the later date shall modify or supersede the earlier statement.

As permitted by the rules and regulations of the Commission, the registration statement of which this Reoffer Prospectus forms part includes additional information not contained in this Reoffer Prospectus. You may read the registration statement and the other reports we file with the Commission, as described above under the heading “Incorporation of Certain Information by Reference,” at the Commission’s website at www.sec.gov.

Overview

LifeMD, Inc. is a direct-to-patient telehealth company providing patients a high-quality, cost-effective, and convenient way of accessing comprehensive, virtual healthcare. We believe the traditional model of visiting a doctor’s office, traveling to a local pharmacy, and returning for follow up care or prescription refills is complex, inefficient, and costly, and discourages many individuals from seeking much needed medical care. LifeMD, Inc. is positioned to elevate the healthcare experience through telehealth with our proprietary technology platform, affiliated provider network, broad treatment capabilities, and unique ability to nurture patient relationships.

The LifeMD, Inc. telehealth platform seamlessly integrates a clinician-centric electronic medical record (“EMR”) system, proprietary algorithms for case-load balancing and scheduling, customer relationship management (“CRM”) functionality, remote and in-home lab testing, and digital prescription capabilities, patient-provider audio/video interfacing, cloud pharmacy fulfillment, and more. Our proprietary technology platform, combined with our 50-state affiliated provider network, enables the management of virtual treatment offerings and complex patient journeys for hundreds of conditions spanning men’s and women’s health, dermatology, urgent, and primary care, chronic care management and more. Our telehealth offerings in general seek to connect patients to licensed providers for diagnoses, virtual care, and prescription medications when appropriate. We also offer over-the-counter (“OTC”) products that are complementary to the conditions we treat. Our virtual primary care services are primarily offered on a subscription basis.

Our mission is to empower people to live healthier lives by increasing access to high quality and affordable virtual and in-home healthcare. We believe our success has and will continue to be attributable to an amazing patient experience, retaining the highest-quality providers in the industry, and our end-to-end technology platform. We plan to build a diverse portfolio of differentiated telehealth service offerings that meet the needs of a growing and diversified patient base.

Since inception, we have helped approximately 803,000 customers and patients, providing them greater access to high-quality, convenient, and affordable care in all 50 states. Total revenue from recurring subscriptions is approximately 93%. In addition to our telehealth business, we own 73.32% of WorkSimpli, which operates PDFSimpli, a rapidly growing software as a service platform for converting, signing, editing, and sharing PDF documents. This business has seen 65% year-over-year revenue growth, with recurring revenue of 100%.

The mailing address of our principal executive office is located at 236 Fifth Avenue, Suite 400, New York, New York 10001, and can be reached by telephone at (866) 351-5907.

The Offering

This Reoffer Prospectus relates to the public offering, which is not being underwritten, by the Selling Stockholders listed in this Reoffer Prospectus, of up to 2,038,750 shares of Common Stock issuable to each Selling Stockholder pursuant to awards granted by the Company to the Selling Stockholder under the Director Agreements, the Employee Agreements or the Plan, including stock options and restricted stock units. Subject to the satisfaction of any conditions to vesting of the shares of Common Stock offered hereby pursuant to the terms of the relevant award agreements, the Selling Stockholders may from time to time sell, transfer or otherwise dispose of any or all of the shares of Common Stock covered by this Reoffer Prospectus through underwriters or dealers, directly to purchasers (or a single purchaser) or through broker-dealers or agents. We will receive none of the proceeds from the sale of the shares of Common Stock by the Selling Stockholders. The Selling Stockholders will bear all sales commissions and similar expenses in connection with this offering. We will bear all expenses of registration incurred in connection with this offering, as well as any other expenses incurred by us in connection with the registration and offering that are not borne by the Selling Stockholders.

RISK FACTORS

Investing in shares of our Common Stock involves a high degree of risk. Investors should carefully consider the risks we have described below and under Part I, Item 1A: “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, as updated under Part II, Item 1A: “Risk Factors” in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023, together with all the other information appearing in or incorporated by reference into this prospectus, before deciding to invest in our Common Stock. If any of the events or developments we have described occur, our business, financial condition, or results of operations could be materially or adversely affected. As a result, the market price of our Common Stock could decline, and investors could lose all or part of their investment. The risks and uncertainties we have described are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. The risks we have described also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”

DETERMINATION OF OFFERING PRICE

The Selling Stockholders will determine at what price they may sell the offered shares of Common Stock, and such sales may be made at prevailing market prices or at privately negotiated prices. See “Plan of Distribution” below for more information.

USE OF PROCEEDS

We will not receive any proceeds from the sale of shares of our Common Stock by the Selling Stockholders.

SELLING STOCKHOLDERS

The table below sets forth information concerning the resale of the shares by the Selling Stockholders. We will not receive any proceeds from the resale of the shares by the Selling Stockholders.

The table below sets forth, as of December 12, 2023 (the “Determination Date”), (i) the name of each person who is offering the resale of shares by this Reoffer Prospectus; (ii) the number of shares (and the percentage, if 1% or more) of Common Stock owned (determined in the manner described in footnote (1) to the table below) by each person; (iii) the number of shares that each Selling Stockholder may offer for sale from time to time pursuant to this Reoffer Prospectus, whether or not such Selling Stockholder has a present intention to do so; and (iv) the number of shares (and the percentage, if 1% or more) of Common Stock each person will own after the offering, assuming they sell all of the shares offered. Unless otherwise indicated, ownership is direct and the person indicated has sole voting and investment power. The address for each Selling Stockholder listed in the table below is c/o LifeMD, Inc., 236 Fifth Avenue, Suite 400, New York, New York 10001.

The Selling Stockholders identified below may have sold, transferred or otherwise disposed of some or all of their shares since the date on which the information in the following table is presented in transactions exempt from or not subject to the registration requirements of the Securities Act.

Information concerning the Selling Stockholders may change from time to time and, if necessary, we will amend or supplement this prospectus accordingly. We cannot give an estimate as to the number of shares of Common Stock that will actually be held by the Selling Stockholders upon termination of this offering because the Selling Stockholders may offer some or all of their Common Stock under the offering contemplated by this prospectus or acquire additional shares of Common Stock. The total number of shares that may be sold hereunder will not exceed the number of shares offered hereby. Please read the section entitled “Plan of Distribution” in this Reoffer Prospectus.

Selling Stockholder	Shares of Common Stock Owned Before Resale (1)		Percentage of Common Stock Owned Before Resale (1)(3)		Shares of Common Stock Offered for Resale in this Offering (1)		Shares of Common Stock Owned After Resale (2)		Percentage of Common Stock Owned After Resale (2)(3)
Marc Benathen		98,904		*		86,250		12,654		*
Eric Yecies		75,000		*		75,000		-		*
Brad Roberts		102,632		*		50,000		52,632		*
Dennis Wijnker		80,000		*		80,000		-		*
Maria Stan		22,679		*		22,500		179		*
Nicholas Alvarez		205,000		*		25,000		180,000		*
Robert Jindal		131,250		*		131,250		-		*
Dr. Joan LaRovere, M.D.		75,000		*		75,000		-		*
John R. Strawn, Jr.		513,347		1.4		190,000		323,347		*
Dr. Joseph V. DiTrolio, M.D.		225,900		*		111,000		114,900		*
Naveen Bhatia		418,599		1.1		172,250		246,349		*
Roberto Simon		100,000		*		100,000		-		*
Will Febbo		137,500		*		105,000		32,500		*
Kenny Bae		158,000		*		158,000		-		*
David Ferenczi		32,500		*		32,500		-		*
Kevin Veal		202,901		*		145,000		57,901		*
John Leone		41,000		*		41,000		-		*
Andy Fligel		3,000		*		3,000		-		*
Justin Stroup		6,000		*		6,000		-		*
Nattajohn Rojanasupya		3,000		*		3,000		-		*
Ryan Norton		27,000		*		27,000		-		*
James Porte		15,000		*		15,000		-		*
Troy Anderson		3,000		*		3,000		-		*
Mason Rhodes		3,000		*		3,000		-		*
Michael Scully		37,500		*		37,500		-		*
Jeffrey Fasulkey		3,000		*		3,000		-		*
Royce Durnford		6,000		*		6,000		-		*
Raja Sharma		3,000		*		3,000		-		*
Max Ryan		6,000		*		6,000		-		*
Dylan Wheeler		4,500		*		4,500		-		*
John McMillin		60,000		*		60,000		-		*
Sunoo Bertsch		3,000		*		3,000		-		*
John Chennavasin		4,500		*		4,500		-		*
Paul Bautista		7,500		*		7,500		-		*
Erick Perez		3,000		*		3,000		-		*
Brian Schreiber		50,000		*		50,000		-		*
Stephanie Sumell		30,000		*		30,000		-		*
Tucker Crisfield		36,006		*		36,000		6		*
Michael Angulo		60,000		*		60,000		-		*
Ernest Ibarra		65,000		*		65,000		-		*

	*	Less than 1%

	(1)	Includes shares of Common Stock owned or issuable on option exercise to the person as of the Determination Date.

	(2)	Assumes all of the shares of Common Stock being offered are sold in the offering, that shares of Common Stock owned by such Selling Stockholder on the Determination Date but not being offered pursuant to this prospectus (if any) are not sold, and that no additional shares are purchased or otherwise acquired.

	(3)	Percentages are based on the 38,143,101 shares of Common Stock outstanding as of the Determination Date.

Other Material Relationships with the Selling Stockholders

Marc Benathen, Eric Yecies, Brad Roberts, Dennis Wijnker, Maria Stan and Nick Alvarez are executive officers of the Company. Robert Jindal, Dr. Joan LaRovere, M.D., John R. Strawn, Jr., Dr. Joseph V. DiTrolio, M.D., Naveen Bhatia, Roberto Simon and Will Febbo are directors of the Company. The rest of the Selling Stockholders are non-executive employees.

Director Arrangements

Jindal Director and Consulting Agreement

On June 14, 2023, the Company and Mr. Jindal entered into a consulting agreement, whereby Mr. Jindal will assist the Company with business development initiatives for a term of two years. Pursuant to the consulting agreement, Mr. Jindal shall receive 225,000 restricted shares of the Company, vesting over an eighteen-month period.

On September 14, 2022, the Company and Mr. Jindal entered into a director agreement, whereby, as compensation for his services as a member of the Board of Directors (the “Board”) of LifeMD, Inc., Mr. Jindal received: (i) 75,000 restricted shares, with 37,500 restricted shares that vested immediately and 37,500 restricted shares vest on September 14, 2024, and (ii) options to purchase 37,500 shares of common stock, vesting in four equal tranches on the 90, 180, 270 and 365-day anniversary of the director agreement.

LaRovere Director Agreement

On February 9, 2023, the Company and Dr. LaRovere entered into a director agreement, whereby, as compensation for her services as a member of the Board, Dr. LaRovere received: (i) 75,000 restricted shares, with 37,500 restricted shares that vested immediately and 37,500 restricted shares vesting on February 9, 2025, and (ii) options to purchase 37,5000 shares of common stock, vesting on February 9, 2025.

Strawn Director Agreement

On August 25, 2023, the Company and Mr. Strawn entered into a third renewed director agreement, whereby, as compensation for his ongoing services as a member of the Board and as Chairman of the Compensation and Nominating Committees, Mr. Strawn received a grant of 50,000 restricted shares of the Company, vesting immediately upon execution of the director agreement.

On November 22, 2022, the Company and Mr. Strawn entered into a second renewed director agreement, whereby, as compensation for his ongoing services as a member of the Board and as Chairman of the Compensation and Nominating Committees, Mr. Strawn received a grant of 10,000 restricted shares of the Company, vesting quarterly beginning September 30, 2022.

On September 7, 2021, the Company and Mr. Strawn entered into a renewed director agreement, whereby, as compensation for his ongoing services as a member of the Board and as Chairman of the Compensation and Nominating Committees, Mr. Strawn received a grant of 10,000 restricted shares of the Company, vesting quarterly beginning September 30, 2021.

DiTrolio Director Agreement

On November 22, 2022, the Company and Dr. DiTrolio entered into a second renewed director agreement, whereby, as compensation for his services as a member of the Board, Dr. DiTrolio shall receive 8,000 restricted shares, vesting quarterly as follows: (i) 4,000 restricted shares for the first two quarters of service vested on December 31, 2022, (ii) 2,000 restricted shares for the third quarter of service vest on March 31, 2023, and (iii) the final 2,000 restricted shares vest on the earlier of the annual stockholders’ meeting or June 30, 2023.

On September 21, 2021, the Company and Mr. DiTrolio entered into a renewed director agreement, whereby, as compensation for his services as a member of the Board, Mr. DiTrolio shall receive 8,000 restricted shares, vesting quarterly beginning on September 30, 2021.

Bhatia Director and Consulting Agreement

On June 14, 2023, the Company and Mr. Bhatia entered into a consulting agreement, whereby Mr. Bhatia will assist the Company with business development initiatives for a term of two years. Pursuant to the consulting agreement, Mr. Bhatia shall receive 225,000 restricted shares, vesting over an eighteen-month period.

On November 22, 2022, the Company and Mr. Bhatia entered into a renewed director agreement, whereby, as compensation for his services as a member of the Board, Mr. Bhatia shall receive 8,000 restricted shares, vesting quarterly as follows: (i) 4,000 restricted shares for the first two quarters of service vested on December 31, 2022, (ii) 2,000 restricted shares for the third quarter of service vest on March 31, 2023, and (iii) the final 2,000 restricted shares vest on the earlier of the annual stockholders’ meeting or June 30, 2023.

On September 8, 2021, the Company and Mr. Bhatia also entered into a consulting agreement, whereby Mr. Bhatia will assist the Company with its capital markets strategy, business development initiatives and growth strategy for a term of one year. Pursuant to the consulting agreement, Mr. Bhatia received a stock option to purchase 100,000 shares of the Company’s common stock, par value $0.01 per share, with an exercise price of $7.07 per share.

Simon Director Agreement

On August 21, 2023, the Company and Mr. Simon entered into a third renewed director agreement, whereby, as compensation for his ongoing services as a member of the Board and as Chairman of the Audit Committee, Mr. Simon received a grant of 50,000 restricted shares of the Company, vesting immediately upon execution of the director agreement.

On July 1, 2022, the Company and Mr. Simon entered into a second renewed director agreement whereby, as compensation for his ongoing services as a member of the Board and as Chairman of the Audit Committee, Mr. Simon received a grant of 20,000 restricted shares of the Company, vesting quarterly beginning September 30, 2022.

On July 30, 2021, the Company and Mr. Simon entered into the renewed director agreement whereby, as compensation for his ongoing services as a member of the Board and as Chairman of the Audit Committee, Mr. Simon received a grant of 10,000 restricted shares of the Company, vesting quarterly beginning September 30, 2021.

Febbo Director and Consulting Agreement

On June 20, 2023, the Company and Mr. Febbo entered into a director agreement, whereby Mr. Febbo received (i) a grant of 75,000 restricted shares of the Company’s common stock, with 37,500 restricted shares vesting immediately and 37,500 restricted shares vesting on the two-year anniversary of the director agreement and (ii) a stock option to purchase 37,500 shares of the Company’s common stock, vesting on the two-year anniversary of the director agreement.

On May 30, 2023, prior to his appointment to the Board, Mr. Febbo entered into a consulting agreement with the Company, pursuant to which he provides certain investor relations and strategic business development services, in consideration for 375,000 restricted shares of the Company’s common stock, which will vest in quarterly installments from August 30, 2023 through November 30, 2024.

Employment Relationships

Benathen Employment Agreement

On February 4, 2021, Marc Benathen, the Chief Financial Officer, entered into an employment agreement (the “Benathen Employment Agreement”) with the Company. The Benathen Employment Agreement is for an indefinite term and may be terminated with or without cause. To induce Mr. Benathen to enter into the Benathen Employment Agreement, Mr. Benathen was granted a signing bonus of 15,000 restricted stock units. In addition to the restricted stock units, Mr. Benathen received stock options to purchase up to 200,000 shares of Common Stock.

On January 27, 2022, the Company and Mr. Benathen entered into the first amendment to the Benathen Employment Agreement (the “First Amendment to the Benathen Employment Agreement”), pursuant to which the Company granted Mr. Benathen a long-term incentive award of 75,000 restricted stock units, with 25,000 units vesting on the grant date and the first and second anniversaries of the grant date, and 250,000 performance share. The performance share units vest upon the achievement of: (1) key revenue and EBITDA milestones and (2) share price appreciation milestones throughout a five-year performance period.

On July 11, 2023, the Company and Mr. Benathen entered into the second amendment to the Benathen Employment Agreement. In exchange for the cancellation of stock options exercisable for 200,000 shares of Common Stock, which were granted pursuant to the Benathen Employment Agreement, and 250,000 performance share units, which were granted pursuant to the First Amendment to the Benathen Employment Agreement, Mr. Benathen received the following awards: (i) 125,000 restricted shares of Common Stock, with 50,000 restricted shares of Common Stock vesting on January 1, 2024; and 75,000 restricted shares vesting on January 1, 2025; (ii) 261,250 restricted shares of Common Stock vesting upon achievement of net revenue and adjusted EBITDA margin milestones for the healthcare business over a four-year performance period; and (iii) 150,000 restricted shares of Common Stock vesting based on personal performance over a two-year performance period. In addition, vesting accelerated immediately on 25,000 restricted stock units previously granted to Mr. Benathen under the First Amendment to the Benathen Employment Agreement.

Upon termination of Mr. Benathen without cause, the Company shall pay or provide to Mr. Benathen severance pay equal to his then-current monthly base salary for six months from the date of termination, during which time Mr. Benathen shall continue to receive all employee benefits and employee benefit plans as described in the Benathen Employment Agreement. As a full-time employee of the Company, Mr. Benathen will be eligible to participate in all of the Company’s benefit programs.

Yecies Employment Agreement

On November 20, 2020, Eric Yecies, the Chief Legal Officer and General Counsel, entered into an Employment Agreement (the “Yecies Employment Agreement”) with the Company. The Yecies Employment Agreement is for an indefinite term and may be terminated with or without cause. In connection with the Yecies Employment Agreement, Mr. Yecies is entitled to receive a stock option to purchase up to 200,000 shares of Common Stock.

On January 27, 2022, the Company and Mr. Yecies entered into the first amendment to the Yecies Employment Agreement (the “First Amendment to the Yecies Employment Agreement”), pursuant to which the Company granted Mr. Yecies a long-term incentive award of 37,500 restricted stock units, with 12,500 units vesting on the grant date and the first and second anniversaries of the grant date, and 105,000 performance share units. The performance share units vest upon the achievement of: (1) key revenue and EBITDA milestones and (2) share price appreciation milestones throughout a five-year performance period.

On June 15, 2023, the Company and Mr. Yecies entered into the second amendment to the Yecies Employment Agreement (the “Second Amendment to the Yecies Employment Agreement”). In exchange for the cancellation of stock options exercisable for 200,000 shares of Common Stock, which were granted pursuant to the Yecies Employment Agreement, and 105,000 performance share units, which were granted pursuant to the First Amendment to the Yecies Employment Agreement, Mr. Yecies received the following awards: (i) 150,000 restricted shares of Common Stock, with 12,500 restricted shares of Common Stock immediately vesting on the effective date of the Second Amendment to the Yecies Employment Agreement; 37,500 restricted shares of Common Stock vesting on November 20, 2023; and 100,000 restricted shares of Common Stock vesting on January 1, 2024; (ii) 150,000 restricted shares of Common Stock vesting upon achievement of net revenue and adjusted EBITDA margin milestones for the healthcare business over a four-year performance period; and (iii) 75,000 restricted shares of Common Stock vesting based on personal performance over a two-year performance period.

Upon termination of Mr. Yecies without cause, the Company shall pay or provide to Mr. Yecies severance pay equal to his then current monthly base salary for four months from the date of termination, during which time Mr. Yecies shall continue to receive all employee benefits and employee benefit plans as described in the Yecies Employment Agreement.

Roberts Employment Agreement

On December 21, 2020, the Company entered into an amended and restated employment agreement (the “Amended and Restated Roberts Employment Agreement”) with Brad Roberts, the Company’s Chief Operating Officer. The Amended and Restated Roberts Employment Agreement supersedes and replaces Mr. Roberts’ prior employment agreement with the Company. The Amended and Restated Roberts Employment Agreement is for an indefinite term and may be terminated with or without cause. Pursuant to the Amended and Restated Roberts Employment Agreement, Mr. Roberts was granted: (i) stock options to purchase up to 200,000 shares of Common Stock; and (ii) 10,000 restricted stock units, which shall vest upon the one-year anniversary of the Amended and Restated Roberts Employment Agreement

On June 15, 2021, the Company and Mr. Roberts entered into the first amendment to the Amended and Restated Roberts Employment Agreement, which amended Mr. Roberts’ base salary and the terms of his annual bonus.

On June 29, 2021, the Company and Mr. Roberts entered into the second amendment to the Amended and Restated Roberts Employment Agreement (the “Second Amendment to the Amended and Restated Roberts Employment Agreement”), pursuant to which Mr. Roberts was granted a long-term incentive award of 300,000 restricted shares subject to vesting upon the achievement of key revenue milestones.

On June 13, 2023, the Company and Mr. Roberts entered into the third amendment to the Amended and Restated Roberts Employment Agreement (the “Third Amendment to the Amended and Restated Roberts Employment Agreement”). In exchange for the cancellation of stock options exercisable for 200,000 shares of Common Stock, which were granted pursuant to the Amended and Restated Roberts Employment Agreement, and 300,000 restricted shares of Common Stock, which were granted pursuant to the Second Amendment to the Amended and Restated Roberts Employment Agreement, Mr. Roberts received the following awards pursuant to the Third Amendment to the Amended and Restated Roberts Employment Agreement: (i) 150,000 restricted shares of Common Stock, vesting on January 1, 2024; (ii) 300,000 restricted shares of Common Stock vesting upon achievement of net revenue and adjusted EBITDA margin milestones for the healthcare business over a four-year performance period; and (iii) 150,000 restricted shares of Common Stock vesting based on personal performance over a two-year performance period.

Wijnker Employment Agreement

On December 29, 2021, Dennis Wijnker, the Chief Technology Officer, entered into an Employment Agreement (the “Wijnker Employment Agreement”) with the Company. The Wijnker Employment Agreement is for an indefinite term and may be terminated with or without cause. In connection with the Wijnker Employment Agreement, Mr. Wijnker is entitled to receive a stock option to purchase up to 80,000 shares of Common Stock.

Stan Employment Agreement

On March 15, 2021, Maria Stan, the Principal Accounting Officer and Corporate Controller, entered into an Employment Agreement (the “Stan Employment Agreement”) with the Company. The Stan Employment Agreement is for an indefinite term and may be terminated with or without cause. In connection with the Stan Employment Agreement, Ms. Stan is entitled to receive 12,500 restricted stock units and a stock option to purchase up to 90,000 shares of Common Stock.

On February 4, 2022, Ms. Stan entered into the first amendment to the Stan Employment Agreement with the Company (the “First Amendment to the Stan Employment Agreement”), whereby the Company granted her an additional long-term incentive award of 15,000 restricted stock units, with 5,000 units vesting on the grant date and the first and second anniversaries of the grant date, and 50,000 performance share units. The performance share units vest upon the achievement of: (1) key revenue and EBITDA milestones and (2) share price appreciation milestones throughout a four-year performance period.

On November 8, 2023, Ms. Stan entered into the second amendment to the Stan Employment Agreement with the Company (the “Second Amendment to the Stan Employment Agreement”). In exchange for the cancellation of stock options exercisable for 90,000 shares of Common Stock, which were granted pursuant to the Stan Employment Agreement, and 50,000 performance share units, which were granted pursuant to the First Amendment to the Stan Employment Agreement, Ms. Stan received the following awards pursuant to the Second Amendment to the Stan Employment Agreement: (i) 80,000 restricted shares of Common Stock, with 40,000 restricted shares of Common Stock vesting on January 1, 2024 and 40,000 restricted shares of Common Stock vesting on January 1, 2025; (ii) 20,000 restricted shares of Common Stock vesting based on personal performance over a one-year performance period; and (iii) accelerated vesting of 8,125 restricted shares of Common Stock previously granted under the First and Second Amendments to the Stan Employment Agreement to January 1, 2024.

Upon termination of Ms. Stan without cause, the Company shall pay or provide to Ms. Stan severance pay equal to her then current monthly base salary for four months from the date of termination, during which time Ms. Stan shall continue to receive all employee benefits and employee benefit plans as described in the Stan Employment Agreement.

Alvarez Employment Agreement

On December 8, 2020, the Company entered into an Amended and Restated Employment Agreement (the “Amended Alvarez Employment Agreement”) with its Chief Acquisition Officer, Nicholas Alvarez, amending and restating in its entirety the employment agreement between the Company and Alvarez, dated July 26, 2018. Pursuant to the Amended Alvarez Employment Agreement, Mr. Alvarez was granted options to purchase up to 200,000 shares of Common Stock.

Additionally, pursuant to the Amended Alvarez Employment Agreement, Mr. Alvarez is eligible to receive up to 300,000 restricted stock units of Common Stock, subject to the Company’s Telemedicine Brands (as defined in the Amended Alvarez Employment Agreement) achieving certain revenue milestones in accordance with the Amended Alvarez Employment Agreement. The restricted stock units, if, and to the extent issued, will vest upon the earlier of a Change of Control (as defined in the Amended Alvarez Employment Agreement) or December 8, 2023.

On July 26, 2023, Mr. Alvarez entered into a First Amendment to the Amended and Restated Alvarez Employment Agreement with the Company. In exchange for the cancellation of stock options exercisable for 200,000 shares of Common Stock, which were granted pursuant to the Amended Alvarez Employment Agreement, and restructuring of the milestones and vesting of 300,000 restricted stock units of Common Stock, which were granted pursuant to the Amended Alvarez Employment Agreement, Mr. Alvarez received the following awards pursuant to the First Amendment to the Amended and Restated Alvarez Employment Agreement: (i) 150,000 restricted shares of Common Stock, with 25,000 restricted shares of Common Stock vesting on the effective date of the First Amendment to the Amended and Restated Alvarez Employment Agreement, 50,000 restricted shares of Common Stock vesting on January 1, 2024 and 75,000 restricted shares of Common Stock vesting on January 1, 2025; (ii) 150,000 restricted shares of Common Stock vesting based on personal performance over a two-year performance period; and (iii) restructuring of the milestones and vesting of 300,000 restricted stock units previously granted under the Amended Alvarez Employment Agreement to include key revenue and EBITDA milestones.

Upon termination by the Company of Mr. Alvarez without Good Cause (as defined in the Amended Alvarez Employment Agreement), or by Mr. Alvarez for Good Reason (as defined in the Amended Alvarez Employment Agreement), on the six-month anniversary of such termination (the “Six-Month Termination Anniversary”), the Company shall pay to Mr. Alvarez one lump-sum payment equal to his then current monthly base salary for the six months from the date of termination, plus a pro-rata share of any bonus earned for the year of termination. Additionally, upon such termination, Mr. Alvarez shall continue to receive all employee benefits, including if elected, the Company paying Mr. Alvarez’s COBRA premiums to continue Mr. Alvarez’s coverage, and employee benefit plans as described in the Amended Alvarez Employment Agreement for the period from the date of termination until the Six-Month Termination.

Indemnification of Directors and Officers

Our bylaws provide for indemnification by us of our directors, officers and employees to the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”). Section 145 of the DGCL provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the corporation. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise. Each director has entered into a Director Agreement which includes indemnification provisions.

Our amended certificate of incorporation provides that, to the maximum extent permitted by the DGCL, no director shall be personally liable to us or our shareholders for monetary damages for breach of fiduciary duty as director. Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit.

PLAN OF DISTRIBUTION

The shares of Common Stock covered by this Reoffer Prospectus are being registered by the Company for the account of the Selling Stockholders. The shares of Common Stock offered may be sold from time to time directly by or on behalf of each Selling Stockholder in one or more transactions on Nasdaq or any other stock exchange on which the Common Stock may be listed at the time of sale, in privately negotiated transactions, or through a combination of such methods, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at fixed prices (which may be changed) or at negotiated prices. The Selling Stockholders may sell shares through one or more agents, brokers or dealers or directly to purchasers. Such brokers or dealers may receive compensation in the form of commissions, discounts or concessions from the Selling Stockholders and/or purchasers of the shares or both. Such compensation as to a particular broker or dealer may be in excess of customary commissions.

In connection with their sales, a Selling Stockholder and any participating broker or dealer may be deemed to be “underwriters” within the meaning of the Securities Act, and any commissions they receive and the proceeds of any sale of shares may be deemed to be underwriting discounts and commissions under the Securities Act. We are bearing all costs relating to the registration of the shares of Common Stock. Any commissions or other fees payable to brokers or dealers in connection with any sale of the shares will be borne by the Selling Stockholders or other party selling such shares. Sales of the shares must be made by the Selling Stockholders in compliance with all applicable state and federal securities laws and regulations, including the Securities Act. In addition to any shares sold hereunder, Selling Stockholders may sell shares of Common Stock in compliance with Rule 144. There is no assurance that the Selling Stockholders will sell all or a portion of the shares of Common Stock offered hereby. The Selling Stockholders may agree to indemnify any broker, dealer or agent that participates in transactions involving sales of the shares against certain liabilities in connection with the offering of the shares arising under the Securities Act. We have notified the Selling Stockholders of the need to deliver a copy of this Reoffer Prospectus in connection with any sale of the shares of Common Stock.

The anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares of Common Stock and activities of the Selling Stockholders, which may limit the timing of purchases and sales of any of the shares of Common Stock by the Selling Stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of Common Stock to engage in passive market-making activities with respect to the shares of Common Stock. Passive market making involves transactions in which a market maker acts as both our underwriter and as a purchaser of shares of Common Stock in the secondary market. All of the foregoing may affect the marketability of the shares of Common Stock and the ability of any person or entity to engage in market-making activities with respect to the shares of Common Stock.

Once sold under the registration statement of which this Reoffer Prospectus forms a part, the shares of Common Stock will be freely tradable in the hands of persons other than our affiliates.

LEGAL MATTERS

Dorsey & Whitney LLP will issue an opinion regarding the legality of certain of the offered securities.

EXPERTS

Marcum LLP, an independent registered public accounting firm, has audited our consolidated balance sheet as of December 31, 2022, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the fiscal year ended December 31, 2022, which report is incorporated by reference in this Reoffer Prospectus. We have incorporated by reference our financial statements in this Reoffer Prospectus and in this Registration Statement in reliance on the report of Marcum LLP given on their authority as experts in accounting and auditing.

Friedman LLP, an independent registered public accounting firm, has audited our consolidated balance sheet as of December 31, 2021, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the fiscal year ended December 31, 2021, which report is incorporated by reference in this Reoffer Prospectus. We have incorporated by reference our financial statements in this Reoffer Prospectus and in this Registration Statement in reliance on the report of Friedman LLP given on their authority as experts in accounting and auditing.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:

	(1)	The Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Commission on March 22, 2023 (File No. 001-39785);

	(2)	the Company’s Current Reports on Form 8-K, filed with the Commission on February 10, 2023 , February 10, 2023 , March 23, 2023 , June 20, 2023 , June 22, 2023 , July 7, 2023 , July 14, 2023 , July 31, 2023 , November 14, 2023 and December 13, 2023 ;

	(3)	the Company’s Definitive Proxy Statement, filed with the Commission on April 28, 2023 ;

	(4)	the Company’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2023 , filed with the Commission on May 12, 2023, for the quarter ended June 30, 2023 , filed with the Commission on August 9, 2023, and the quarter ended September 30, 2023 , filed with the Commission on November 8, 2023; and

	(5)	the description of the Company’s Common Stock contained in its Registration Statement on Form 8-A, filed with the Commission on December 9, 2020, including any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to the Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents, except that information furnished to the Commission under Item 2.02 or Item 7.01 in Current Reports on Form 8-K and any exhibit relating to such information, shall not be deemed to be incorporated by reference in this Registration Statement.

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

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Item 7. Exemption from Registration Claimed.

The securities offered under the Resale Prospectus were issued by the Company to the Selling Stockholders did not involve any underwriters, underwriting discounts or commissions, or any public offering. The Company relied upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) by virtue of Section 4(a)(2) thereof and/or Regulation D promulgated by the SEC under the Act.

The Selling Stockholders are directors, officers and employees of the Company who have represented that they can bear the economic risk of an investment in the Common Stock for an indefinite period of time, have had an opportunity to ask questions about the offering of the Common Stock and about the Company, and understand that the investment in the Common Stock involves a high degree of risk.

Item 8. Exhibits.

Exhibit No.		Description of Exhibit

4.1		Certificate of Incorporation, As Amended
4.2		Bylaws of Immudyne, Inc. effective April 9, 2018
4.3		Form of Convertible Note.
4.4		Form of Warrant.
4.5		Form of Convertible Redeemable Promissory Note
4.6		Form of PA Warrant
4.7		LifeMD, Inc. Amended and Restated 2020 Equity and Incentive Plan
4.8		Form of Non-Qualified Option Agreement (Non-Employee Director Awards)
4.9		Form of Non-Qualified Option Agreement (Employee Awards)
4.10		Form of Restricted Stock Award Agreement
4.11		Description of Securities
4.12		Form of Debenture
4.13		Form of Warrant
4.14		Form of Senior Indenture
4.15		Form of Subordinated Indenture
4.16*		Stock Option Agreement, dated January 2, 2017, between ImmuDyne, Inc. and John R. Strawn
4.17		Director Agreement, dated September 4, 2014, between ImmuDyne, Inc. and Joseph V. DiTrolio
4.18*#		Conversion Labs, Inc. Confidential Employment Offer Letter, dated September 10, 2018, between Conversion Labs, Inc. and Ernie Ibarra
4.19*#		Employment Agreement, dated October 1, 2019, between Conversion Labs, Inc. and Ernie Ibarra
4.20*#		Conversion Labs, Inc. Confidential Employment & Investment Term Sheet, dated February 10, 2020, between Conversion Labs, Inc. and Kenny Bae
4.21*#		Conversion Labs, Inc. Confidential Employment Offer Letter, dated August 1, 2020, between Conversion Labs, Inc. and Stephanie Sumell
4.22*#		Conversion Labs, Inc. Confidential Employment Term Sheet, dated August 28, 2020, between Conversion Labs, Inc. and Tucker Crisfield
4.23*#		Conversion Labs, Inc. Confidential Employment & Investment Term Sheet, dated September 28, 2020, between Conversion Labs, Inc. and Michael Scully
4.24*#		Conversion Labs, Inc. Confidential Employment Term Sheet, dated December 1, 2020, between Conversion Labs, Inc. and Ryan Norton
4.25*#		Non-Qualified Stock Option Agreement, dated October 8, 2021, between LifeMD, Inc. and John V. McMillin IV
4.26*#		Non-Qualified Stock Option Agreement, dated November 9, 2021, between LifeMD, Inc. and Kenny Bae
4.27*#		Employment Agreement, dated December 13, 2021, between LifeMD, Inc. and Dennis Wijnker
4.28*		Bonus Agreement, between August 16, 2017, between ImmuDyne, Inc. and Brian Schreiber DBA BV Global Fulfillment, LLC
4.29*#		Employment Agreement, dated October 1, 2019, between Conversion Labs, Inc. and Michael Angulo
4.30		Director Agreement, dated July 1, 2017, between ImmuDyne, Inc. and John R. Strawn Jr.
5.1*		Opinion of Dorsey & Whitney LLP
23.1*		Consent of Dorsey & Whitney LLP (included as part of Exhibit 5.1 hereto)
23.2*		Consent of Marcum LLP, independent registered public accounting firm of LifeMD, Inc.
23.3*		Consent of Friedman LLP, independent registered public accounting firm of LifeMD, Inc.
24.1*		Power of Attorney (included on signature page)
107*		Filing Fee Table

*	Filed herewith.
#	Portions of this exhibit have been redacted in compliance with Items 601(a)(6) or 601(b) of Regulation S-K. The Company agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon its request.

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Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, NY, on December 21, 2023.

	LIFEMD, INC.

	By	/s/ Justin Schreiber
		Justin Schreiber
		Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Justin Schreiber, Marc Benathen and Eric Yecies as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign, execute and file all amendments (including, without limitation, post- effective amendments) to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name and Signature	Title	Date

/s/ Justin Schreiber	Chief Executive Officer and Director	December 21, 2023
Justin Schreiber	(Principal Executive Officer)

/s/ Marc Benathen	Chief Financial Officer	December 21, 2023
Marc Benathen	(Principal Financial Officer)

/s/ Maria Stan	Principal Accounting Officer and Controller	December 21, 2023
Maria Stan	(Principal Accounting Officer)

/s/ Naveen Bhatia	Director	December 21, 2023
Naveen Bhatia

/s/ John R. Strawn, Jr.	Director	December 21, 2023
John R. Strawn, Jr.

/s/ Roberto Simon	Director	December 21, 2023
Roberto Simon

/s/ Joseph DiTrolio	Director	December 21, 2023
Joseph DiTrolio

/s/ Robert Jindal	Director	December 21, 2023
Robert Jindal

/s/ Joan LaRovere	Director	December 21, 2023
Joan LaRovere

/s/ William J. Febbo	Director	December 21, 2023
William J. Febbo

Exhibit 4.16

STOCK OPTION AGREEMENT

THIS AGREEMENT is entered into this 2nd day of January, 2017 between ImmuDyne, Inc., a Delaware corporation (the “Company”) and John R. Strawn (“Option Holder/Holder”).

WHEREAS, the Board of Directors of the Company has this day authorized the issuance of the option set forth below to Option Holder.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties do hereby agree as follows:

1. Issuance of Option. The Company hereby issues to Option Holder an option (the “Option”) pursuant to which Option Holder shall have the right and option to purchase from the Company all or any part of an aggregate of 500,000 (five hundred thousand) shares of the common stock of the Company, $.001 par value per share (the “Common Stock”), which shares shall consist of authorized but unissued shares or issued shares reacquired by the Company.

2. Option Price. The option or purchase price payable by Option Holder in exercise of the Option shall be $0.40 (forty cents) per share. The option price shall be subject to adjustment as provided herein.

3. Exercise Period/Term. The Option may only be exercised prior to the date it terminates. Any portion of the Option which remains unexercised on the tenth anniversary (these options have a ten year term) of the date hereof shall expire.

4. Exercise of Option/Net Issue Cashless Exercise. The Option Holder may exercise the option by presentation and surrender of this Option to the Company at its corporate office or at the office of its stock transfer agent. In lieu of exercising this option the Option Holder may elect to receive shares equal to the value of this option by surrender of this option to the Company together with notice of such election, in which event the Company shall issue to the Option Holder a number of shares computed using the following formula:

X=Y (A-B)

Where X = the number of the Shares to be issued to the Holder

Y = the number of Shares purchasable under this Option

A = the fair market value on date of determination

B = the per share Exercise Price of $0.40

The Company shall cause to be issued one or more certificates for the Option Shares in such denominations as are requested for delivery to the Option Holder, and the Company shall thereupon deliver such certificates to the Option Holder.

The Option Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise. The Company may require the Option Holder to make such representations, and may place legends on the certificates to permit the option shares to be issue without registration.

The Company shall pay any and all stock transfer and similar taxes which may be payable in respect to the issuance of the Option shares.

5. Rights as a Stockholder. The Option holder shall have no rights as a stockholder with respect to this Option unless and until certificates for shares of Common Stock are issued.

6. Changes in the Company’s Capital Structure.

(a) The existence of the Option shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

(b) If, while the Option remains outstanding, the Company shall effect a subdivision or consolidation of shares or other increase or reduction in the number of shares of the Common Stock outstanding without receiving compensation therefor in money, services or property, then (i) in the event of an increase in the number of such shares outstanding, the number of shares of Common Stock then subject to the Option hereunder shall be proportionately increased; and (ii) in the event of a decrease in the number of such shares outstanding the number of shares then subject to the Option hereunder shall be proportionately decreased.

(c) After a merger of one or more corporations into the Company, or after a consolidation of the Company and one or more corporations in which the Company shall be the surviving corporation, the holder of the Option shall, at no additional cost, be entitled upon exercise of the Option to receive (subject to any required action by stockholders) in lieu of the number of shares as to which the Option shall then be so exercisable, the number and class of shares of stock, other securities or consideration to which such holder would have been entitled to receive pursuant to the terms of the agreement of merger or consolidation if, immediately prior to such merger or consolidation, such holder had been the holder of record of a number of shares of the Company equal to the number of shares as to which the Option had been exercisable.

(d) If the Company is about to be merged into or consolidated with another corporation or other entity under circumstances where the Company is not the surviving corporation, or if the Company is about to sell or otherwise dispose of substantially all of its assets to another corporation or other entity while the Option remains outstanding, then the Board of Directors will direct that any of the following shall occur:

(i) If the successor entity is willing to assume the obligation to deliver shares of stock or other securities after the effective date of the merger, consolidation or sale of assets, as the case may be, the holder of the Option shall be entitled to receive, upon the exercise of the Option and payment of the option price, in lieu of shares of Common Stock, such shares of stock or other securities as the holder of the Option would have been entitled to receive had the Option been exercised immediately prior to the consummation of such merger, consolidation or sale, and the terms of the Option shall apply as nearly as practicable to the shares of stock or other securities purchasable upon exercise of the Option following such merger, consolidation or sale of assets; and/or

(ii) The Board of Directors may cancel the Option as of the effective date of any such merger, consolidation or sale of assets provided that prior notice of such cancellation shall be given to the holder of the Option at least 30 days prior to the effective date of such merger, consolidation or sale of assets, and the holder of the Option shall have the right to exercise the Option in full immediately prior to, and contingent upon, the effective date of such merger, consolidation or sale of assets.

(e) Except as herein provided, the issuance by the Company of Common Stock or any other shares of capital stock or securities convertible into shares of capital stock, for cash, property, labor done or other consideration, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock then subject to the Option.

7. Agreement. Holder expressly and specifically agrees that the issuance of Options is special incentive compensation which shall not be taken into account as “wages” or “salary” in determining the amount of payment or benefit to the Option holder.

8. Lost, Stolen, Mutilated or Destroyed Option. If this Option is lost, stolen, mutilated or destroyed, the Company may on such terms as to indemnify or otherwise as it may in its discretion (which shall, in the case of a mutilated Option, include the surrender thereof) issue a new Option of like denomination and tenor as, and in substitution for, this Option.t

9. Attorney’s Fees. In any action or proceeding brought to enforce any provisions of this Option, or where any provision hereof is validly asserted as a defense, the successful party shall be entitled to recover reasonable attorneys’ fees and disbursements in addition to the costs and expenses and any other available remedy.

10. Governing Law. This option shall be governed by and construed in accordance with the laws of the State of Delaware.

11. Multiple Counterparts. This Agreement may be executed in multiple counterparts each of which shall be deemed to be an original but all of which together shall constitute but one instrument.

IN WITNESS WHEREOF, this Agreement ts executed and entered Into effective on the day and year first a bore expressed.

	Option Holder:

	/s/ John Strawn
	John Strawn

	The Company:

	Immudyne, Inc.

	By:	/s/ Anthony Bruzzese MD
	Name:	Anthony Bruzzese MD
	Title:	Chairman

Exhibit 4.18

Certain identified information has been omitted from this exhibit because it is both not material and is the type that
the registrant treats as private or confidential. [***] indicates that information has been omitted.

September 10, 2018

CONVERSION LABS, INC.
CONFIDENTIAL EMPLOYMENT OFFER LETTER

Name:	Ernie Ibarra (the “Employee”)

Position:	Lead Web Developer

Base Salary:	$[***] from Conversion Labs, Inc.

Bonus Comp:	Annual performance review up to 25,000 options.

Employee Benefits:	Participation in the employee benefit plans made available after 90 day probation period.

Initial Term:	Your employment will be at-will.

Confidentiality:	During the Employee’s employment with the Company and its subsidiaries and thereafter, the Employee will not divulge, transmit or otherwise disclose (except as legally compelled by court order), directly or indirectly, any confidential knowledge or information with respect to the operations, finances, organization or employees of the Company or its affiliates or with respect to confidential or secret processes, services, techniques, customers or plans with respect to the Company and its affiliates, and the Employee will not use, directly or indirectly, any confidential information of the Company and its affiliates for the benefit of anyone other than the Company or its affiliates. All files, records, correspondence, memoranda, notes or other documents (including, without limitation, those in computer-readable form) or property relating or belonging to the Company and its affiliates, whether prepared by the Employee or otherwise coming into his possession in the course of the performance of his services, shall be the exclusive property of the Company and shall be delivered to the Company and not retained by the Employee (including, without limitations, any copies thereof) upon termination of employment for any reason whatsoever.

EXECUTED and AGREED.

Conversion Labs, Inc (“Conversion Labs”)

Ernie Ibarra (“Employee”)

By:		By:
	Justin Schreiber

Title:	President & CEO

Date signed:		Date signed:

Exhibit 4.19

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”), effective as of October 1, 2019, is entered into between Conversion Labs, Inc., a Delaware corporation (“Company” or “Employer”), a corporation, and Ernesto Marin Ibarra (“Employee”), an individual.

1. Employment, Duties and Acceptance

1.1 Commencing on the effective date of this Agreement as stated above, Company shall employ Employee to render exclusive and full-time services as Lead Developer of the Company and its subsidiaries, and in connection therewith to devote his best efforts to the affairs of the Company and its subsidiaries and to perform such duties as Employee shall reasonably be directed to perform by officers of the Company. Employee shall report directly to the Company’s Chief Technology Officer.

1.2 Employee hereby accepts such employment and agrees to render the services set forth in Section 1.1 hereof. Employee agrees to render such services where designated by Employer and Employee will travel on temporary trips to such other place or places as may be required from time to time to perform his duties hereunder. During the term hereof, Employee will not render any services for others, or for Employee’s own account, in the business of internet- based direct response marketing that in-licenses, acquires and creates innovative and proprietary products that are sold to consumers around the world via our technology infrastructure and relationships with agencies, third party marketers, and online advertising platforms such as Facebook, Google and Amazon and will not render any services to any supplier or significant customer of the Company or its subsidiaries. The Employee will devote substantially all of his business hours to, and, during such time, make the best use of his energy, knowledge and training in advancing the Employer’s interests. The Employee will diligently and conscientiously perform the duties of the Employee’s position within the general guidelines to be determined by the Employer. While the Employee is employed by the Company, the Employee will keep the Company informed of any other business activities or outside employment and will promptly stop any activity or employment that might, in Employer’s sole determination, conflict with the Employer’s interests or adversely affect the performance of the Employee’s duties for the Company. Employee shall undertake any and all other actions necessary for the proper operation of the Employer’s business within the guidelines, policies and directives of the Employer. In furtherance of Employee’s obligations hereunder, Employee shall abide by all rules, regulations and policies of Employer. Employee agrees to abide by all supervision, orders, advice and direction of Employer. Employee agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all the duties which may be required of and from him, pursuant to the express and implicit terms hereof, to the satisfaction of Employer. Employee shall perform his duties at such locations as designated by the Company. Initially, Employee shall be based in the Company’s offices located in Huntington Beach, California.

1.3 Anything contained in this Agreement to the contrary notwithstanding, Employee shall have no authority whatsoever to bind Employer to any contracts or obligations with any third parties. Employee shall not convey or express to any third party, either directly or indirectly, that he has any authority whatsoever to bind Employer to any contracts. Employee agrees to indemnify and hold Employer harmless from the claims of any and all third parties who shall in any way claim that Employer is bound to an agreement based on representations made by Employee.

2. Term of Employment. This Agreement may be terminated without notice by either party at any time for any reason.

3. Compensation

3.1 As compensation for all services to be rendered pursuant to this Agreement to or at the request of Company, Company agrees to pay Employee a salary at the rate of [***] Dollars ($[***]) per annum (the “Salary”), payable in semi-monthly installments each month during Employee’s Term of Employment.

3.2 The Salary set forth hereinabove shall be payable in accordance with the regular payroll practices of the Company for employees. All payments hereunder shall be subject to the provisions of Section 4 hereof.

3.3 Subject to approval of the Company’s Board of Directors, the Company shall issue to the Employee options to purchase 300,000 shares of the Company’s common stock at exercise prices of $0.50, $1.00 and $1.50 (the “Options”). Subject to the Employee remaining an employee of the Company, the Options shall vest in three equal installments with respective exercise prices. For the avoidance of doubt,

	●	100,000 options shall vest on October 1, 2020 with $0.50 as exercise price,
	●	100,000 options shall vest on October 1, 2021 with $1.00 as exercise price, and
	●	100,000 options shall vest on October 1, 2022 with $1.50 as exercise price.

4. Termination

4.1 Upon the termination of this Agreement for any reason all considerations set forth in this Agreement which have not yet been paid as of the date of termination (whether or not same have otherwise been fully or partially earned) shall be forfeited by Employee and Employee shall have no further rights to such considerations.

5. Protection of Confidential Information

5.1 Employee acknowledges that during the Term of this Agreement he will have access to, knowledge of and familiarity with the business of Company, its trade secrets and its other confidential information including, without limitation, client lists, client proposals, designs, scientific and technical information, marketing strategies, research and development data, inventions, discoveries, manufacturing methods, sales procedures, customer lists, future business plans, formulas, pricing, methods of operation and products which are of value to Company and not generally known to the public. In order to induce Company to enter into this Agreement, and to protect the Company’s proprietary interest in its trade secrets and confidential information, Employee agrees that at all times during the Term of this Agreement, or any extension, renewal, modification or amendment of the same, and for a period of two years after the termination of this Agreement, Employee shall not directly or indirectly, without the prior written consent of Company, disclose or divulge to any third parties, or otherwise use or suffer to be used, any of the trade secrets and confidential information as described herein of Company.

5.2 All documents, records, tapes, and other media of every kind and description relating to the business, present or otherwise, of the Company or its subsidiaries and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by the Employee, shall be the sole and exclusive property of the Company. The Employee shall safeguard all Documents and shall surrender to the Company at the time his consultancy terminates, or at such earlier time or times as the Company may specify, all Documents then in the Employee’s possession or control.

6. Covenant Against Solicitation of Customers. Employee agrees that during the Term of this Agreement and for a period of two (2) years immediately following termination of this Agreement, Employee shall not, on his own behalf or on behalf of any person, firm, partnership, association, corporation or business organization, entity or enterprise, solicit, contact, call upon, communicate with or attempt to communicate with any customer or prospect of the Company, or any representative of any customer or prospect of the Company, with a view to the selling or providing of any program, product or service competitive or potentially competitive with any program, product, equipment or service sold or provided or under development by the Company during a period of two (2) years immediately preceding termination of this Agreement, provided, however, that the restrictions set forth in this Section 6 shall apply only to customers or prospects of the Company, or representatives of customers or prospects of the Company, with which Employee had contact during such two-year period. The actions prohibited by this section shall not be engaged in by Employee, directly or indirectly, whether as manager, owner, sales or service representative, agent, engineer, technician or otherwise. Employee hereby confirms and acknowledges that the covenant set forth in this Section is reasonable, appropriate and necessary to protect the interest of the Employer and will not cause undue hardship on Employee.

(50) mile radius of the address where Employee is working as of the date of the termination of this Agreement, Employee shall not for any reason whatsoever, conduct any activity that is competitive with the activities Employee conducted for Employer within one year prior to the termination of this Agreement.

8. Covenant against hiring employees of Employer. During the Term of this Agreement and through the period ending two (2) years after the termination of this Agreement, Employee agrees that he will not for any reason whatsoever, recruit, employ or attempt to recruit or employ or assist anyone else in recruiting or employing any employee of the Company.

9. Tolling of Restrictive Covenants. In the event the enforceability of any of the terms of Sections 5, 6, 7 or 8 of this Agreement shall be challenged in court and Employee is not enjoined from breaching any of the protective covenants contained in Sections 5, 6, 7 or 8 hereof, then if a court of competent jurisdiction finds that the challenged protective covenant is enforceable, the time periods described in the challenged Section(s), or Paragraph(s), shall be deemed tolled upon the filing of the lawsuit in which the enforceability of the covenant is challenged until the dispute is finally resolved and all applicable appeal rights have expired.

10. Attorney Fee Indemnification for Enforcement of the Provisions of this Contract. The parties hereto agree that if either party is forced to engage the services of an attorney at law to enforce any of the provisions of this Agreement and is successful in so enforcing the provisions of this Agreement, the losing party shall indemnify the prevailing party for all attorney’s fees incurred by the prevailing party in bringing such an action to enforce said provisions.

11. Notices

11.1 All notices, requests, consents and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if delivered personally or sent by prepaid telegram, or mailed first-class, postage prepaid, as follows:

If to Employee:

Ernesto Marin Ibarra

[***]

Email: [***]

If to Company:

Conversion Labs, Inc.

Attn: Juan Manuel Piñeiro Dagnery, Chief Financial Officer

Email: [***]

With a copy to:

Lucosky Brookman LLP

[***]

Attn: Lawrence Metelitsa

Email: [***]

Or to other addresses as either party may specify by written notice to the other as provided in this Article 11.1.

12. General

12.1 Employee acknowledges and warrants that his breach of any of the provisions contained in Sections 5, 6, 7 or 8 hereof would result in irreparable damage and injury to Employer which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of Sections 5, 6, 7 or 8 hereof, in addition to any remedies which may be available to Employer, Employer may seek equitable relief for such breaches, including, without limitations, an injunction or an order for a specific performance. If Employer seeks to enjoin Employee from breaching any such provision of Sections 5, 6, 7 or 8, Employee hereby waives the defense that Employer has or will then have an adequate remedy at law. Nothing in this Section shall be deemed to limit Employer’s remedies at law or in equity for any breach by Employee of any provision of this Agreement which may be pursued or availed by Employer. Furthermore, nothing in this Paragraph 12.1 or otherwise contained in this Agreement shall limit, abridge or modify the rights of Employer in and to its trade secrets and confidential information under any applicable trade secret, trademark, patent, unfair competition or other law of the United States or any other jurisdiction.

12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.

12.3 No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.

12.4 The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.

12.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.

12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.

12.7 The parties hereto expressly agree that it is not the intention of the parties hereto to violate any public policy, statutory or common law rules, regulations, treaties or decisions of any government or agency thereof. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of any such provision, such articles, sections, paragraphs, sentences, words, clauses or combinations thereof shall be inoperative in such jurisdiction and the remainder of this agreement shall remain binding upon the parties hereto and in full force and effect.

12.8 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH. OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BUYER TO ENTER INTO THIS AGREEMENT.

(See following page for execution signatures)

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of October 1, 2019.

“COMPANY” or “EMPLOYER”		“EMPLOYEE”

Conversion Labs, Inc.,
a Delaware corporation

By:	/s/	/s/
Print Name	Juan Manuel Piñeiro Dagnery	Ernesto Marin Ibarra

Print Title	Chief Financial Officer	Lead Developer

October 1, 2019		October 1, 2019
Date		Date

Exhibit 4.20

Certain identified information has been omitted from this exhibit because it is both not material and is the type that
the registrant treats as private or confidential. [***] indicates that information has been omitted.

As of February 10th, 2020

CONVERSION LABS, INC.

CONFIDENTIAL EMPLOYMENT & INVESTMENT TERM SHEET

Set forth below is an outline of the management compensation terms by which the undersigned parties agree to abide by when entering into an Employment Agreement with Kenny Bae prior to March 1, 2020.

Name:	Kenny Bae (the “Executive”)

Position:	Senior Engineer

Base Salary:	$[***] from Conversion Labs, Inc.

Equity Compensation:	150,000 options @ .23 vested 12 months 150,000 options @ .50 vested 12 months 150,000 options @ $1.00 vested 24 months 150,000 options @ $1.50 vested 36 months

Employee Benefits:	Participation in the employee benefit plans (dental and health) made available upon starting. Vision and life after 90 day probation period.


Initial Term:	36 months, beginning on the date set forth in an employment agreement between the parties. Term shall automatically expire upon a termination of the Executive’s employment.


Confidentiality:	During the Executive’s employment with the Company and its subsidiaries and thereafter, the Executive will not divulge, transmit or otherwise disclose (except as legally compelled by court order), directly or indirectly, any confidential knowledge or information with respect to the operations, finances, organization or employees of the Company or its affiliates or with respect to confidential or secret processes, services, techniques, customers or plans with respect to the Company and its affiliates, and the Executive will not use, directly or indirectly, any confidential information of the Company and its affiliates for the benefit of anyone other than the Company or its affiliates. All files, records, correspondence, memoranda, notes or other documents (including, without limitation, those in computer-readable form) or property relating or belonging to the Company and its affiliates, whether prepared by the Executive or otherwise coming into his possession in the course of the performance of his services, shall be the exclusive property of the Company and shall be delivered to the Company and not retained by the Executive (including, without limitations, any copies thereof) upon termination of employment for any reason whatsoever.

As of February 10th, 2020

Non-Competition:	While employed by the Company and its subsidiaries and for a period of 18 months thereafter (the “Restricted Period”), the Executive shall not, within any jurisdiction or marketing area in which the Company or any of its affiliates is doing business, directly or indirectly, own, manage, operate, control, consult with, be employed by, participate in the ownership, management, operation or control of, or otherwise render services to or engage in, any business engaged in or competitive with the businesses conducted by the Company and its affiliates. During the Restricted Period, the Executive shall not solicit for business or accept the business of, any person or entity who is, or was at any time within the previous twelve months, a customer of the business conducted by the Company (or potential customer with whom the Company had initiated contact) or its affiliates.

Governing Law:	This term sheet shall be governed by the laws of New York, without regard to principles of conflict of laws.


Binding Effect:	This Term Sheet is binding when agreed to by both parties and shall be used as the basis for a definitive employment agreement with Executive.

EXECUTED and AGREED.

Conversion Labs, Inc (“CVLB”)		Kenny Bae (“Executive”)

By:	/s/ Justin Schrieber	By:	/s/ Kenny Bae
	Justin Schreiber		Kenny Bae

Title:	President & CEO

Date signed:

2/11/2020

Exhibit 4.21

As of August 1st, 2020

CONVERSION LABS, INC.

CONFIDENTIAL EMPLOYMENT OFFER

Set forth below is an outline of the management compensation terms by which the undersigned parties agree to abide by when entering into an Employment Agreement with Stephanie Sumell prior to August 17^th, 2020.

Name:	Stephanie Sumell (the “Executive”)

Start:	August 17^th, 2020

Position:	Senior/Lead Copywriter

Base Salary:	$[***] from Conversion Labs Inc.

Equity Compensation:	Up to 150,000 stock options.

	With a cashless exercise:
	●	50k @ $.50 vested 1 year
	●	50k @ $1.00 vested 2 years
	●	50k @ $1.50 vested 3 years

Bonus plan:	An additional cash-based performance bonus plan after 6 months, up to [***]k/year.

Details:	14 days PTO.

Employee Benefits:	Participation in the employee benefit plans made available after 45-day probation period: Dental, Health, Vision, Life.

Confidentiality:	During the Executive’s employment with the Company and its subsidiaries and thereafter, the Executive will not divulge, transmit or otherwise disclose (except as legally compelled by court order), directly or indirectly, any confidential knowledge or information with respect to the operations, finances, organization or employees of the Company or its affiliates or with respect to confidential or secret processes, services, techniques, customers or plans with respect to the Company and its affiliates, and the Executive will not use, directly or indirectly, any confidential information of the Company and its affiliates for the benefit of anyone other than the Company or its affiliates. All files, records, correspondence, memoranda, notes or other documents (including, without limitation, those in computer-readable form) or property relating or belonging to the Company and its affiliates, whether prepared by the Executive or otherwise coming into his possession in the course of the performance of his services, shall be the exclusive property of the Company and shall be delivered to the Company and not retained by the Executive (including, without limitations, any copies thereof) upon termination of employment for any reason whatsoever.

As of August 1st, 2020

Non-Competition:	While employed by the Company and its subsidiaries and for a period of 18 months thereafter (the “Restricted Period”), the Executive shall not, within any jurisdiction or marketing area in which the Company or any of its affiliates is doing business, directly or indirectly, own, manage, operate, control, consult with, be employed by, participate in the ownership, management, operation or control of, or otherwise render services to or engage in, any business engaged in or competitive with the businesses conducted by the Company and its affiliates. During the Restricted Period, the Executive shall not solicit for business or accept the business of, any person or entity who is, or was at any time within the previous twelve months, a customer of the business conducted by the Company (or potential customer with whom the Company had initiated contact) or its affiliates.

Governing Law:	This term sheet shall be governed by the laws of New York, without regard to principles of conflict of laws.

Binding Effect:	This Term Sheet is binding when agreed to by both parties and shall be used as the basis for a definitive employment agreement with Executive.

EXECUTED and AGREED.

Conversion Labs, Inc (“Conversion Labs”)		Stephanie Sumell (“Executive”)

By:	/s/ Stefan Galluppi	By:	/s/ Stephanie Sumell
	Stefan Galluppi
Title:	CTOO

Date signed:

8/1/20

Date signed:

8/1/20

Exhibit 4.22

CONVERSION LABS, INC.

CONFIDENTIAL EMPLOYMENT TERM SHEET

Set forth below is an outline of the compensation terms by which the undersigned parties agree to abide by when entering into an Employment Agreement with Tucker Crisfield prior to September 15th, 2020.

Name:	Tucker Crisfield (the “Executive”)

Position:	Senior Graphic Designer

Base Salary:	$[***] from Conversion Labs, Inc.

Equity Compensation:	Pursuant to the options plan, which goes into effect September 2020: 40,000 options @ upon the one-year anniversary of this Agreement 60,000 options @ upon the two-year anniversary of this Agreement 80,000 options @ upon the three-year anniversary of this Agreement

Employee Benefits:	Participation in the employee benefit plans (health, dental, vision, life). 50% covered by the company

Details:	In-office on days for photo shoots, meetings and necessary in person communication and tasks.

PTO:	15 days, 7 sick days

Start Date:	September 15^th, 2020

Confidentiality:	During the Executive’s employment with the Company and its subsidiaries and thereafter, the Executive will not divulge, transmit or otherwise disclose (except as legally compelled by court order), directly or indirectly, any confidential knowledge or information with respect to the operations, finances, organization or employees of the Company or its affiliates or with respect to confidential or secret processes, services, techniques, customers or plans with respect to the Company and its affiliates, and the Executive will not use, directly or indirectly, any confidential information of the Company and its affiliates for the benefit of anyone other than the Company or its affiliates. All files, records, correspondence, memoranda, notes or other documents (including, without limitation, those in computer-readable form) or property relating or belonging to the Company and its affiliates, whether prepared by the Executive or otherwise coming into his possession in the course of the performance of his services, shall be the exclusive property of the Company and shall be delivered to the Company and not retained by the Executive (including, without limitations, any copies thereof) upon termination of employment for any reason whatsoever.

Non-Competition:	While employed by the Company and its subsidiaries and for a period of 18 months thereafter (the “Restricted Period”), the Executive shall not, within any jurisdiction or marketing area in which the Company or any of its affiliates is doing business, directly or indirectly, own, manage, operate, control, consult with, be employed by, participate in the ownership, management, operation or control of, or otherwise render services to or engage in, any business engaged in or competitive with the businesses conducted by the Company and its affiliates. During the Restricted Period, the Executive shall not solicit for business or accept the business of, any person or entity who is, or was at any time within the previous twelve months, a customer of the business conducted by the Company (or potential customer with whom the Company had initiated contact) or its affiliates.

Governing Law:	This term sheet shall be governed by the laws of New York, without regard to principles of conflict of laws.

Binding Effect:	This Term Sheet is binding when agreed to by both parties and shall be used as the basis for a definitive employment agreement with Executive

EXECUTED and AGREED.

Conversion Labs, Inc (“CVLB”)		Tucker Crisfield (“Executive”)

By:	/s/ Stefan Galluppi	By:	/s/ Tucker Crisfield
	Stefan Galluppi
Title:	CTOO

Date signed: 8/28/20		Date signed: 8/28/20

Exhibit 4.23

As of September 28^th, 2020

CONVERSION LABS, INC.

CONFIDENTIAL EMPLOYMENT & INVESTMENT TERM SHEET

Set forth below is an outline of the management compensation terms by which the undersigned parties agree to abide by when entering into an Employment Agreement with Michael Scully prior to October 5^th, 2020.

Name:	Michael Scully (the “Executive”)

Position:	Senior Developer

Base Salary:	$[***] from Conversion Labs, Inc.

Additional:	14 days of PTO vacation time.

Equity Compensation:	50,000 options @ upon the one-year anniversary of this Agreement
	50,000 options @ upon the two-year anniversary of this Agreement
	25,000 options @ upon the three-year anniversary of this Agreement
	25,000 options @ upon the four-year anniversary of this Agreement

Employee Benefits:	Participation in the employee benefit plans (dental and health) made available upon starting. Vision and life after 30 day probation period.

Confidentiality:	During the Executive’s employment with the Company and its subsidiaries and thereafter, the Executive will not divulge, transmit or otherwise disclose (except as legally compelled by court order), directly or indirectly, any confidential knowledge or information with respect to the operations, finances, organization or employees of the Company or its affiliates or with respect to confidential or secret processes, services, techniques, customers or plans with respect to the Company and its affiliates, and the Executive will not use, directly or indirectly, any confidential information of the Company and its affiliates for the benefit of anyone other than the Company or its affiliates. All files, records, correspondence, memoranda, notes or other documents (including, without limitation, those in computer-readable form) or property relating or belonging to the Company and its affiliates, whether prepared by the Executive or otherwise coming into his possession in the course of the performance of his services, shall be the exclusive property of the Company and shall be delivered to the Company and not retained by the Executive (including, without limitations, any copies thereof) upon termination of employment for any reason whatsoever.

As of September 28^th, 2020

Non-Competition:	While employed by the Company and its subsidiaries and for a period of 18 months thereafter (the “Restricted Period”), the Executive shall not, within any jurisdiction or marketing area in which the Company or any of its affiliates is doing business, directly or indirectly, own, manage, operate, control, consult with, be employed by, participate in the ownership, management, operation or control of, or otherwise render services to or engage in, any business engaged in or competitive with the businesses conducted by the Company and its affiliates. During the Restricted Period, the Executive shall not solicit for business or accept the business of, any person or entity who is, or was at any time within the previous twelve months, a customer of the business conducted by the Company (or potential customer with whom the Company had initiated contact) or its affiliates.

Governing Law:	This term sheet shall be governed by the laws of New York, without regard to principles of conflict of laws.

Binding Effect:	This Term Sheet is binding when agreed to by both parties and shall be used as the basis for a definitive employment agreement with Executive.

EXECUTED and AGREED.

Conversion Labs, Inc (“CVLB”)		Michael Scully (“Executive”)

By:	/s/ Stefan Galluppi	By:
	Stefan Galluppi

Title:	CTOO

Date signed: 10/03/20

Exhibit 4.24

CONVERSION LABS, INC.

CONFIDENTIAL EMPLOYMENT TERM SHEET

Set forth below is an outline of the compensation terms by which the undersigned parties agree to abide by when entering into an Employment Agreement with Ryan Norton prior to December 1^st 2020.

Employee Name:	Ryan Norton

Position:	Call Center Administrator

Base Salary:	$[***] from Conversion Labs, Inc.

Equity Compensation:	Pursuant to the options plan, which goes into effect September 2020: - 2,000 options @ upon the one-year anniversary of this Agreement - 5,000 options @ upon the two-year anniversary of this Agreement

Employee Benefits:	Participation in the employee benefit plans (health, dental and vision) made available after 30-day probation period.

Start Date:	December 1^st 2020

Confidentiality:	During the Employee’s employment with the Company and its subsidiaries and thereafter, the Employee will not divulge, transmit or otherwise disclose (except as legally compelled by court order), directly or indirectly, any confidential knowledge or information with respect to the operations, finances, organization or employees of the Company or its affiliates or with respect to confidential or secret processes, services, techniques, customers or plans with respect to the Company and its affiliates, and the Employee will not use, directly or indirectly, any confidential information of the Company and its affiliates for the benefit of anyone other than the Company or its affiliates. All files, records, correspondence, memoranda, notes or other documents (including, without limitation, those in computer-readable form) or property relating or belonging to the Company and its affiliates, whether prepared by the Employee or otherwise coming into his possession in the course of the performance of his services, shall be the exclusive property of the Company and shall be delivered to the Company and not retained by the Employee (including, without limitations, any copies thereof) upon termination of employment for any reason whatsoever.

Non-Competition:	While employed by the Company and its subsidiaries and for a period of 18 months thereafter (the “Restricted Period”), the Employee shall not, within any jurisdiction or marketing area in which the Company or any of its affiliates is doing business, directly or indirectly, own, manage, operate, control, consult with, be employed by, participate in the ownership, management, operation or control of, or otherwise render services to or engage in, any business engaged in or competitive with the businesses conducted by the Company and its affiliates. During the Restricted Period, the Employee shall not solicit for business or accept the business of, any person or entity who is, or was at any time within the previous twelve months, a customer of the business conducted by the Company (or potential customer with whom the Company had initiated contact) or its affiliates.

Governing Law:	This term sheet shall be governed by the laws of New York, without regard to principles of conflict of laws.

Binding Effect:	This Term Sheet is binding when agreed to by both parties and shall be used as the basis for a definitive employment agreement.

EXECUTED and AGREED.

Conversion Labs, Inc (“CVLB”)		Ryan Norton (“Employee”)

By:	/s/ Stefan Galluppi	By:	/s/ Ryan Norton
	Stefan Galluppi

Title:	CTOO

Date signed: 11/19/20		Date signed: 11/19/20

Exhibit 4.25

LIFEMD, INC.

NON-QUALIFIED STOCK OPTION AGREEMENT

EMPLOYEE

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) entered into as of the October 8, 2021 (the “Memorial Date”), by and between LifeMD, Inc. (the “Company”) and John V. McMillin IV (the “Optionee”), memorializing the prior grant of a stock option to Optionee on November 16, 2019 (the “Grant Date”) as reflected in the prior Employment Agreement, attached as Exhibit A.

WHEREAS, pursuant to the authority of the Board of Directors (the “Board”), the Company previously granted the Optionee the right to purchase common stock, $0.01 par value per share (“Common Stock”) of the Company pursuant to stock options, at not less than 100% of fair market value.

NOW THEREFORE, in consideration of the mutual covenants and promises hereafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Grant of Non-Qualified Options. The Company hereby memorializes the prior irrevocable grant to the Optionee, as a matter of separate agreement and not in lieu of salary or other compensation for services, the right and option to purchase all or any part of an aggregate of 60,000 shares of authorized but unissued or treasury common stock of the Company (the “Options”), reflecting the terms and conditions of such grant as set forth herein. The Options are not intended to be Incentive Stock Options as defined by Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

2. Price. The exercise price of the shares of Common Stock subject to the Options granted hereunder was previously determined to be 20,000 options with an exercise price of $2.50; 20,000 options with an exercise price of $5.00; and 20,000 options with an exercise price of $7.50.

3. Vesting.

(a)

The Options shall vest as follows subject to the terms herein and the Optionee continuing to perform services for the Company on each applicable vesting date.

20,000 options shall vest on October 1, 2020 with an exercise price of $2.50

20,000 options shall vest on October 1, 2021 with an exercise price of $5.00

20,000 options shall vest on October 1, 2022 with an exercise price of $7.50

Notwithstanding the foregoing, the Options shall vest upon the termination of the Optionee’s employment with the Company without Cause (if termination is by the Company) or for Good Reason (if termination is by Optionee), as such terms are defined in the employment agreement of such Optionee or if such term or terms is not defined in the employment agreement or there is not an employment agreement, as defined in Section 10 of this Agreement. In lieu of fractional vesting, the number of Options shall be rounded up each time until fractional Options are eliminated.

(b) Subject to Sections 3(c) and 4 of this Agreement, Options may be exercised by providing to the Company the Notice of Option Exercise in the form attached hereto as Exhibit B after vesting and remain exercisable until 5:30 p.m. New York time on the date that is the fifth (5th) year anniversary of the Grant Date.

(c) However, notwithstanding any other provision of this Agreement, at the option of the Board in its sole and absolute discretion, all Options shall be immediately forfeited in the event any of the following events occur:

(i) The Optionee purchases or sells securities of the Company without written authorization in accordance with the Company’s insider trading policy then in effect, if any;

(ii) The Optionee (A) discloses, publishes or authorizes anyone else to use, disclose or publish, without the prior written consent of the Company, any proprietary or confidential information of the Company, including, without limitation, any information relating to existing or potential customers, business methods, financial information, trade or industry practices, sales and marketing strategies, employee information, vendor lists, business strategies, intellectual property, trade secrets or any other proprietary or confidential information or (B) directly or indirectly uses any such proprietary or confidential information for the individual benefit of the Optionee or the benefit of a third party;

(iii) During the term of employment and for a period of two (2) years thereafter, the Optionee disrupts or damages, impairs, or interferes with the business of the Company or its Affiliates by recruiting, soliciting, or otherwise inducing any of their respective employees to enter into employment or other relationship with any other business entity, or terminate or materially diminish their relationship with the Company or its Affiliates, as applicable;

(iv) During the term of employment and for a period of one (1) year thereafter, the Optionee solicits or directs business of any person or entity who is (A) a customer of the Company or its Affiliates at any time or (B) solicited to be a “prospective customer” of the Company or its Affiliates, in any case either for such Optionee or for any other person or entity. For purposes of this clause (v), “prospective customer” means a person or entity who contacted, or is contacted by, the Company or its Affiliates regarding the provision of services to or on behalf of such person or entity; provided that the Optionee has actual knowledge of such prospective customer;

(v) The Optionee fails to reasonably cooperate to affect a smooth transition of the Optionee’s duties and to ensure that the Company is apprised of the status of all matters the Optionee is handling or is unavailable for consultation after termination of employment of the Optionee if such availability is a condition of any agreement to which the Company and the Optionee are parties;

(vi) The Optionee fails to assign all of such Optionee’s rights, title, and interest in and to any and all ideas, inventions, formulas, source codes, techniques, processes, concepts, systems, programs, software, computer data bases, trademarks, service marks, brand names, trade names, compilations, documents, data, notes, designs, drawings, technical data and/or training materials, including improvements thereto or derivatives therefrom, whether or not patentable or subject to copyright or trademark or trade secret protection, developed and produced by the Optionee used or intended for use by or on behalf of the Company or the Company’s clients;

(vii) The Optionee acts in a disloyal manner to the Company, such as making comments, whether oral or in writing, that tend to disparage or injure (i) the reputation or business of the Company or its Affiliates, or is likely to result in discredit to, or loss of business, reputation, or goodwill of, the Company or its Affiliates or (ii) its directors, officers, or stockholders; or

(viii) A finding by the Board that the Optionee has acted against the interests of the Company or in a manner that has or may have a detrimental effect on the Company.

(d) For purposes of this Agreement, “Affiliate” means with respect to a person or entity, any other person or entity controlled by, in control of or under common control with, such person or entity, and “controlled,” “controlled by,” and “under common control with” shall mean direct or indirect possession of the power to direct or cause the direction of management or policies (whether through ownership of voting securities, by contract, or otherwise) of a person or entity.

4. Representations and Warranties; Acknowledgements. In connection with the grant of the Award Shares hereunder, Optionee represents and warrants to the Company that:

(a) Optionee is able to bear the economic risk of Optionee’s investment in the Shares for an indefinite period of time because the Award Shares have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

(b) Optionee and Optionee’s advisers have had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Shares as Optionee and Optionee’s advisers have requested and have had full and free access and opportunity to inspect, review, examine, and inquire about such other information concerning the Company and its subsidiaries as they have requested. Optionee and Optionee’s advisers have also been provided an opportunity to review and ask questions about the Options.

(c) Optionee has had an opportunity to consult with independent legal counsel regarding Optionee’s rights and obligations under this Agreement, and fully understands the terms and conditions contained herein. Optionee is not relying on the Company or any of its Optionees, agents, or representatives with respect to the legal, tax, economic, and related considerations of an investment in the Shares. Optionee understands that in the future the Shares may significantly increase or decrease in value, and the Company has not made any representation to the Optionee about the potential future value of the Shares.

(d) Optionee understands and agrees that the investment in the Company involves a high degree of risk and that no guarantees have been made or can be made with respect to the future value of the Award Shares or the future profitability or success of the Company.

5. Termination of Employment. Upon Optionee’s termination of employment, all unvested Options shall be automatically and irrefutably forfeited. For purposes of this Agreement, terms like “employed” and “termination of employment” refer to employment with the Company and all Affiliates of the Company.

(a) If for any reason, except death or disability as provided below, the Optionee terminates employment, the Optionee shall have the right within three (3) months from the date of termination to exercise the Optionee’s vested Options, subject to Sections 3(b) and 3(c) hereof.

(b) If the Optionee shall die while employed, such Optionee’s estate, or any Transferee (as defined hereinafter) shall have the right within twelve (12) months from the date of death to exercise the Optionee’s vested Options, subject to Sections 3(b) and 3(c) hereof. For the purpose of this Agreement, “Transferee” shall mean an individual to whom such Optionee’s vested Options are transferred by will or by the laws of descent and distribution.

(c) If the Optionee shall become disabled while employed within the meaning of Section 22(e)(3) of the Code, the three-month period referred to in Section 5(a) of this Agreement shall be extended to one year.

6. Profits on the Sale of Certain Shares; Redemption. If any of the events specified in Section 3(c) of this Agreement occur within one (1) year from the last date the Optionee performed services for which the Options were granted (the “Termination Date”), all profits earned from the sale of the Company’s securities, including the sale of shares of Common Stock underlying the Options, during the two (2) year period commencing one (1) year prior to the Termination Date shall be forfeited and forthwith paid by the Optionee to the Company within ten (10) days after the Optionee receives written demand from the Company for such payment and a copy of the documentation of the sale, including, without limitation, the purchase price therefor. Further, in such event, the Company may at its option redeem shares of Common Stock acquired upon exercise of the Options by payment of the exercise price to the Optionee. The Company’s rights under this Section 6 do not lapse one year from the Termination Date but are a contract right subject to any appropriate statutory limitation period.

7. Transfer. No transfer of the Options by the Optionee by will or by the laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and a copy of the letters testamentary or such other evidence as the Board may deem necessary to establish the authority of the estate and the acceptance by the Transferee or Transferees of the terms and conditions of the Options.

8. Method of Exercise. The Options shall be exercisable by a written notice in the manner and form identified on Exhibit B hereto which information shall include:

(a) state the election to exercise the Options, the number of shares to be exercised, the natural person in whose name the stock certificate or certificates for such shares of Common Stock is to be registered and such person’s address and social security number (or if more than one, the names, addresses and social security numbers of such persons);

(b) contain such representations and agreements as to the holder’s investment intent with respect to such shares of Common Stock as set forth in Section 12 hereof;

(c) be signed by the person or persons entitled to exercise the Options and, if the Options are being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to counsel for the Company, of the right of such person or persons to exercise the Options; and

(d) be accompanied by full payment of the purchase, or exercise price and all applicable required tax withholding in United States dollars in cash or by bank or cashier’s check, certified check, or money order or (i) by executing a “sell-to-cover cashless exercise” through the Company’s designated broker to promptly deliver to the Company the amount of proceeds from the sale of shares having a fair market value equal to the purchase price and all applicable required tax withholding on the date of exercise; (ii) by executing a “net cashless exercise” by having the Company withhold Option shares equivalent in value to the exercise price and all applicable required tax withholding; or (iii) by tendering shares of Common Stock equivalent in value to the exercise price and all applicable required tax withholding, subject to applicable securities laws and share holding period requirements necessary to avoid a charge to the Company’s earnings for financial accounting purposes.

Any certificate or certificates for shares of Common Stock as to which the Options shall be exercised shall be registered in the name of the person or persons exercising the Options.

9. Sale of Shares Acquired Upon Exercise of Options. If the Optionee is an officer (as defined by Section 16(b) of the Securities Exchange Act of 1934, as amended (“Section 16(b)”), any shares of the Company’s Common Stock acquired pursuant to Options granted hereunder cannot be sold by the Optionee, subject to registration or an exemption from registration such as to Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), until at least six (6) months elapse from the date of grant of the Options, except in the case of death or disability or if the grant was exempt from the short-swing profit provisions of Section 16(b).

10. Definitions; Adjustments; Sale Event.

(a) “Cause” shall mean (i) the Optionee’s dishonest statements or acts with respect to the Company or any Affiliate of the Company, or any current or prospective customers, suppliers, vendors, or other third parties with which such entity does business; (ii) the Optionee’s commission of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty, or fraud; (iii) the Optionee’s failure to perform his assigned duties and responsibilities to the reasonable satisfaction of the Company which failure continues, in the reasonable judgment of the Company, after written notice given to the Optionee by the Company; (iv) the Optionee’s gross negligence, willful misconduct, or insubordination with respect to the Company or any affiliate of the Company; or (v) the Optionee’s material violation of any provision of any agreement(s) between the Optionee and the Company relating to non- competition, non-solicitation, non-disclosure and/or assignment of inventions.

(b) “Good Reason” shall mean (i) a material diminution in the Optionee’s base salary except for across-the-board salary reductions similarly affecting all or substantially all similarly situated employees of the Company or (ii) if remote work is not approved by Optionee’s direct supervisor, a change of more than 100 miles in the geographic location at which the Optionee provides services to the Company, so long as the Optionee provides at least 90 days’ notice to the Company following the initial occurrence of any such event and the Company fails to cure such event within 30 days thereafter.

(c) Subject to Section 10(d) hereof, if, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in the Company’s capital stock, the outstanding shares of Common Stock are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares or other securities, in each case, without the receipt of consideration by the Company, or, if, as a result of any merger or consolidation, or sale of all or substantially all of the assets of the Company, the outstanding shares are converted into or exchanged for other securities of the Company or any successor entity (or a parent or subsidiary thereof), the Committee shall make an appropriate and proportionate adjustment in (i) the number and kind of shares or other securities subject to this Agreement, and (ii) the exercise price for each share subject to this Agreement, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of Options) as to which such Options remain exercisable. The Company shall in any event make such adjustments as may be required by the laws of Delaware and the rules and regulations promulgated thereunder. The adjustment by the Company shall be final, binding, and conclusive. No fractional shares shall be issued resulting from any such adjustment, but the Company in its discretion may make a cash payment in lieu of fractional shares.

(d) In the case of and subject to the consummation of a Sale Event, all outstanding Options issued hereunder shall become one hundred percent (100%) vested upon the effective time of any such Sale Event. Notwithstanding the foregoing, in the event of a Sale Event, the Company shall have the right, but not the obligation, to make or provide for a cash payment to the Optionee, without any consent of the Optionee, in exchange for the cancellation thereof, in an amount equal to the difference between (A) the value as determined by the Company of the consideration payable per share of Common Stock pursuant to the Sale Event (the “Sale Price”) times the number of shares subject to outstanding Options being cancelled (to the extent then vested and exercisable, including by reason of acceleration in connection with such Sale Event, at prices not in excess of the Sale Price) and (B) the aggregate exercise price of all such outstanding vested and exercisable Options.

(e) “Sale Event” means the consummation of i) a change in the ownership of the Company, ii) a change in effective control of the Company, or iii) a change in the ownership of a substantial portion of the assets of the Company. The occurrence of a Sale Event shall be acknowledged by the board of directors, by strictly applying these provisions without any discretion to deviate from the objective application of the definitions provided herein; provided, however, that any capital raising event, or a merger effected solely to change the Company’s domicile, shall not constitute a “Sale Event.”

Except as otherwise provided herein, a change in the ownership of the Company occurs on the date that any one person, or more than one person acting as a group acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Company. However, if any one person, or more than one person acting as a group, is considered to own more than 50 percent of the total fair market value or total voting power of the stock of the Company the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the Company (or to cause a change in the effective control of the Company). An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the corporation acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this section. This section applies only when there is a transfer of stock of the Company (or issuance of stock) which remains outstanding after the transaction. A change in the effective control of the Company occurs only on either of the following dates: (1) The date any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 30 percent or more of the total voting power of the stock of the Company; (2) The date a majority of members of the Company’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s board of directors before the date of the appointment or election.

A change in the ownership of a substantial portion of the Company’s assets occurs on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the 12- month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

11. Necessity to Become Holder of Record. Neither the Optionee, the Optionee’s estate, nor the Transferee have any rights as a shareholder with respect to any shares of Common Stock covered by the Options until such Optionee, estate, or Transferee, as applicable, shall have become the holder of record of such shares of Common Stock. No adjustment shall be made for cash dividends or cash distributions, ordinary or extraordinary, in respect of such shares of Common Stock for which the record date is prior to the date on which such Optionee, estate, or Transferee, as applicable, shall become the holder of record thereof.

12. Conditions to Exercise of Options.

(a) In order to enable the Company to comply with the Securities Act and relevant state law, the Company may require the Optionee, the Optionee’s estate, or any Transferee, as a condition of the exercise of the Options granted hereunder, to give written assurance satisfactory to the Company that the shares of Common Stock subject to the Options are being acquired for such Optionee’s, estate’s, or Transferee’s, as applicable, own account, for investment only, with no view to the distribution of same, and that any subsequent resale of any such shares of Common Stock either shall be made pursuant to a registration statement under the Securities Act and applicable state law which has become effective and is current with regard to the shares of Common Stock being sold, or shall be pursuant to an exemption from registration under the Securities Act and applicable state law.

(b) The Options are subject to the requirement that, if at any time the Board shall determine, in its sole and absolute discretion, that the listing, registration or qualification of the shares of Common Stock subject to the Options upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with the issue or purchase of such shares of Common Stock under the Options, the Options may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected.

13. Severability. In the event any parts of this Agreement are found to be void, the remaining provisions of this Agreement shall nevertheless be binding with the same effect as though the void parts were deleted.

14. Arbitration. Any controversy, dispute, or claim arising out of or relating to this Agreement, or its interpretation, application, implementation, breach, or enforcement which the parties hereto are unable to resolve by mutual agreement, shall be settled by submission by either party of the controversy, claim, or dispute to binding arbitration in New York County, New York (unless the parties agree in writing to a different location), before a single arbitrator in accordance with the rules of the American Arbitration Association then in effect. The decision and award made by the arbitrator shall be final, binding, and conclusive on all parties hereto for all purposes, and judgment may be entered thereon in any court having jurisdiction thereof.

15. Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their legal representatives, successors, and assigns.

16. Notices and Addresses. All notices, offers, acceptance, and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by FedEx or similar receipted delivery, or by facsimile delivery as follows:

The Optionee:	John V. McMillin IV
	[***]
	[***]
	[***]
	[***]

The Company:	LifeMD, Inc.
	800 Third Avenue, Suite 2800
	New York, NY 10022
	Telephone: [***]
	[***]
	[***]

or to such other address as either of them, by notice to the other, may designate from time to time. The transmission confirmation receipt from the sender’s facsimile machine shall be evidence of successful facsimile delivery. Time shall be counted to, or from, as the case may be, the delivery in person or by mailing.

17. Attorney’s Fees. In the event that there is any controversy or claim arising out of or relating to this Agreement, or to the interpretation, breach, or enforcement thereof, and any action or proceeding is commenced to enforce the provisions of this Agreement, the prevailing party shall be entitled from the non-prevailing party to its reasonable attorneys’ fee, costs, and expenses.

18. Governing Law. This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided herein or performance, shall be governed or interpreted according to the laws of the State of Delaware without regard to choice of law considerations.

19. Oral Evidence. This Agreement and any amendment thereto, constitute the entire agreement between the parties hereto and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof. Neither this Agreement nor any provision hereof may be changed, waived, discharged, or terminated except by a statement in writing signed by the party or parties against which enforcement or the change, waiver discharge or termination is sought.

20. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be made by facsimile signature, which shall be deemed to be an original.

21. Section Headings. Section headings herein have been inserted for reference only and shall not be deemed to limit or otherwise affect, in any matter, or be deemed to interpret in whole or in part, any of the terms or provisions of this Agreement.

IN WITNESS WHEREOF the parties hereto have set their hand the day and year first above written.

	LIFEMD, INC.

	By	/s/ Justin Schreiber
	Name:	Justin Schreiber
	Title:	Chief Executive Officer

	OPTIONEE:

	By:	/s/ John V. McMillin IV
	Name:	John V. McMillin IV

[Signature page to Non-qualified Stock Option Agreement]

EXHIBIT A

[Exhibit A to Non-qualified Stock Option Agreement]

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”), effective as November 16, 2019, is entered into between Conversion Labs, Inc., a Delaware corporation (“Company” or “Employer”), a corporation, and John V McMillin IV (“Employee”), an individual.

1. Employment, Duties and Acceptance

1.1 Commencing on the effective date of this Agreement as stated above, Company shall employ Employee to ren exclusive and full-time services as Email and Analytics Manager of the Company and its subsidiaries, and in connection therewith to devote his best efforts to the affairs of the Company and its subsidiaries and to perform such duties as Employee shall reasonably be directed to perform by officers of the Company. Employee shall report directly to the Company’s Chief Acquisition Officer.

1.2 Employee hereby accepts such employment and agrees to render the services set forth in Section 1.1 hereof Employee agrees to render such services where designated by Employer and Employee will travel on temporary trips to such other place or places as may be required from time to time to perform his duties hereunder. During the term hereof, Employee will not render any services for others, or for Employee’s own account, in the business of internet- based direct response marketing that in-licenses, acquires and creates innovative and proprietary products that are sold to consumers around the world via our technology infrastructure and relationships with agencies, third party marketers, and online advertising platforms such as Facebook, Google and Amazon and will not render any services to any supplier or significant customer of the Company or its subsidiaries. The Employee will devote substantially all of his business hours to, and, during such time, make the best use of his energy, knowledge and training in advancing the Employer’s interests. The Employee will diligently and conscientiously perform the duties of the Employee’s position within the general guidelines to be determined by the Employer. While the Employee is employed by the Company, the Employee will keep the Company informed of any other business activities or outside employment and promptly stop any activity or employment that might, in Employer’s sole determination, conflict with the Employer’s interests or adversely affect the performance of the Employee’s duties for the Company. Employee shall undertake any and all other actions necessary for the proper operation of the Employer’s business within the guidelines, policies and directives of the Employer. In furtherance of Employee’s obligations hereunder, Employee shall abide by all rules, regulations and policies of Employer. Employee agrees to abide by all supervision, orders, advice and direction of Employer. Employee agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all the duties which may be required of and from him, pursuant to the express and implicit terms hereof, to the satisfaction of Employer. Employee shall perform his duties at such locations as designated by the Company. Initially, Employee shall be based in the Company’s offices local Huntington Beach, California

1.3 Anything contained in this Agreement to the contrary notwithstanding, Employee shall have no authority whatsoever to bind Employer any contracts or obligations with any third parties. Employee shall not convey or express to any third party, either directly or indirectly, that he has any authority whatsoever to bind Employer to any contracts. Employee agrees to indemnify and hold Employer harmless from the claims of any and all third parties who shall in any way claim that Employer is bound to an agreement based on representations made by Employee.

2. Term of Employment. This Agreement may be terminated without notice by either party at any time for any reason.

3. Compensation

3.1 As compensation for all services to be rendered pursuant to this Agreement to or at the request of company. Company agrees to pay Employee a salary at the [***] Dollars ($[***]) per annum (the “Salary”), payable in semi monthly installments each month during Employee’s Term of Employment.

Subject to the Employee remaining an employee of the Company, the Options shall vest in three equal installments with respective exercise prices for the avoidance of doubt,

	●	100,000 options shall vest October 1, 2020 with $0.50 as exercise price
	●	100,000 options shall vest October 1, 2021 with $1.00 as exercise price and
	●	100,000 options shall vest October 1, 2022 with $1.50 as exercise price

4. Termination

4.1 Upon the termination of this Agreement for any reason considerations set forth in this Agreement which have not yet been paid as of the date of termination (whether or not same have otherwise been fully or partially earned) shall be forfeited by Employee and Employee shall have no further rights to such considerations.

5. Protection of Confidential Information

5.1 Employee acknowledges that during the Term of this Agreement he will have access to, knowledge of and familiarity with the business of Company, its trade secrets and its other confidential information including, without limitation, client lists, client proposals, designs, scientific and technical information, marketing strategies, research and development data, inventions, discoveries, manufacturing methods, sales procedures, customer lists, future business plans, formulas, pricing, methods of operation and products which are of value to Company and not generally known to the public. In order to induce Company to enter into this Agreement, and to protect the Company’s proprietary interest in its trade secrets and confidential information, Employee agrees that at all times during the Term of this Agreement, or any extension, renewal, modification or amendment of the same, and for a period of a year after the termination of this Agreement, Employee shall not directly or indirectly, without the prior written consent of Company, disclose or divulge to any third parties, or otherwise use or suffer to be used, any of the trade secrets and confidential information as described herein of Company.

5.2 All documents, records, tapes, and other media of every kind and description relating to the business, present or otherwise, of the Company or its subsidiaries and any copies, while or in part, the of (the “Documents”), whether or not prepared by the Employee, shall be the sole and exclusive property of the Company. The Employee shall safeguard all Documents and shall surrender to the Company at the time his consultancy terminates, or at such earlier time or times as the Company may specify, all Documents then in the Employee’s possession or control.

6. Covenant Against Solicitation of Customer Employee agrees that during the Term of this Agreement and for a period of two (2) years immediately following termination of this Agreement, Employee shall not, on his own behalf or on behalf of any person, firm, partnership, association, corporation or business organization, entity or enterprise, solicit, contact, call upon, communicate with or attempt to communicate with any customer or prospect of the Company, or any representative of any customer or prospect of the Company, with a view to the selling or providing of any program, product or service competitive or potentially competitive with any program, product, equipment or service sold or provided or under development by the Company during a period of two (2) years immediately preceding termination of this Agreement, provided, however, that the restrictions set forth in this Section 6 shall apply only to customers or prospects of the Company, or representatives of customers or prospects of the Company, with which Employee had contact during such two year period. The actions prohibited by this section shall not be engaged in by Employee, directly or indirectly, whether as manager, owner, sales or service representative, agent, engineer, technician or otherwise. Employee hereby confirms and acknowledges that the covenant set forth in this Section is reasonable, appropriate and necessary to protect the interest of the Employee will cause undue hardship on Employee.

7. Covenant against Competition Employee hereby expressly covenants and agrees that Employee will not during the Term of this Agreement engage in any activity in competition with the business activities of Employer. Employee further agrees that for a period of two (2) years immediately following termination of this Agreement, within a fifty (50) mile radius of the address where Employee is working as of the date of the termination of th is Agreement Employee shall not for any reason whatsoever, conduct any activity that is competitive with the activities Employee conducted for Employer within one year prior to the termination of this Agreement.

8. Covenant against hiring employees Employer. During the Term of this Agreement and through the period ending two (2) years after the termination of this Agreement, Employee agrees that he will not for any reason whatsoever, recruit, employ or attempt to recruit or employ or assist any one recruiting or employing any employee of the Company.

9. Tolling of Restrictive Covenants the event the enforceability of any of the terms of Sections 5, 6, 7 or 8 of this Agreement shall be challenged in court and Employee is not enjoined free holding any of the protective covenants contained in Sections 5, 6, 7 or 8 hereof, then if a court of competent jurisdiction finds that the challenged protective covenant is enforceable, the time periods described in the challenged Section(s), or Paragraph(s), shall be deemed tolled upon the filing of the lawsuit in which the enforceability of the covenant is challenged until the dispute is finally resolved and all applicable appeal rights have expired.

10. Attorney Fee Indemnification for Enforcement of the Provisions of this Contract. The parties hereto agree that if either party is forced to engage the services of an attorney at law to enforce any of the provisions of the Agreement and is successful in so enforcing the provisions of this Agreement losing party shall indemnify the prevailing party for all attorney’s fees incurred by the prevailing party in bringing such an action to enforce said provisions.

11. Notices

11.1 All notices, requests, consents and other communications required omitted to be given hereunder shall be in writing and shall be deemed to have been duly given if delivered personally or sent by prepaid telegram, or mailed first-class, postage prepaid, as follows:

If to Employee:

John V McMillin IV

[***]

Email: [***]

If to Company:

Conversion Labs, Inc.

Attn: Juan Manuel Piñeiro Dagnery, Chief Financial Officer

Email: [***]

With a copy to:

Lucosky Brookman LLP

[***]

Attn: Lawrence Metelitsa

Email: [***]

Or to other addresses as either party may specify by written notice to the other as provided in this Article 11.1.

12. General

12.2 This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.

12.3 No representation, promise, or inducement has been made by either party that is not embodied in this, Agreement and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth.

12.6 This Agreement shall be governed by and construed according to the laws of the New York applicable to agreements to be wholly performed therein.

12.8 WAIVER OFJURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH. OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BUYER TO ENTER INTO THIS AGREEMENT.

(See following page for execution signatures)

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement November 16, 2019.

“COMPANY” or “EMPLOYER”		“EMPLOYEE”

Conversion Labs, In,c. a Delaware corporation

By:	/s/		/s/ John V McMillin IV
Print Name	JuanManuel Piñeiro Dagnery		John V McMillin IV
Print Title	Chief Financial Officer		Email and Analytics Manager

November 16, 2019		November 16, 2019
Date		Date

EXHIBIT B

FORM OF NOTICE OF OPTION EXERCISE

To:	LifeMD, Inc. (the “Company”)

(1) The undersigned hereby elects to purchase ______________ shares of Common Stock of the Company (the “Shares”) pursuant to the terms of the Option Agreement by and between the Company and the undersigned dated as of , 20 , and tenders herewith payment of the exercise price in full as set forth below.

(2) Payment shall take the form of (check applicable box):

[ ] in lawful money of the United States in the form of cash or by a bank check or cashier’s check made payable by the undersigned to the Company;

[ ] in lawful money of the United States in the form of a wire transfer to the account specified by the Company;

[ ] in the form of shares of a “broker-assisted cashless exercise” as described in Section 8(d) of the Option Agreement; [ ] in the form of shares of a “net cashless exercise” as described in Section 8(d) of the Option Agreement; or

[ ] in the form of shares of Common Stock (a “stock-for-stock exercise”) as described in Section 8(d) of the Option Agreement.

(3) Please issue a certificate or certificates representing the Shares in the name of the undersigned or in such other name as is specified below:

The Shares shall be delivered by electronic book entry format only by LifeMD’s then current Transfer Agent. A copy of the book entry statement shall be sent to the Optionee’s e-mail address provided in Paragraph 16 (Notices and Addresses) of the Agreement or as provided below, after proper and authorized instruction is received from LifeMD.

	OPTIONEE

	By:
	Name:
	Address:

	Phone:
	Email:

[Exhibit B to Non-qualified Stock Option Agreement]

Exhibit 4.26

LIFEMD, INC.

NON-QUALIFIED STOCK OPTION AGREEMENT
EMPLOYEE

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) entered into as of the November 9, 2021 (the “Memorial Date”), by and between LifeMD, Inc. (the “Company”) and Kenny Bae (the “Optionee”), memorializing the prior grant of a stock option to Optionee on February 11, 2020 (the “Grant Date”) as reflected in the prior Employment Agreement and the prior grant of a performance stock option to Optionee on October 13, 2020 (the “Performance Grant Date”), both attached as Exhibit A.

1. Grant of Non-Qualified Options. The Company hereby memorializes the prior irrevocable grant to the Optionee, as a matter of separate agreement and not in lieu of salary or other compensation for services, the right and option to purchase all or any part of an aggregate of 125,000 shares of authorized but unissued or treasury common stock of the Company (the “Options”), reflecting the terms and conditions of such grant as set forth herein. The Options are not intended to be Incentive Stock Options as defined by Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

2. Price. The exercise price of the shares of Common Stock subject to the Options granted hereunder was previously determined to be 5,000 options with an exercise price of $1.65, 30,000 options with an exercise price of $1.15, 30,000 options with an exercise price of $2.50, 30,000 options with an exercise price of $5.00 and 30,000 options with an exercise price of $7.50.

3. Vesting.

(a) The Options shall vest as follows subject to the terms herein and the Optionee continuing to perform services for the Company on each applicable vesting date.

5,000 options shall vest on October 13, 2020 with an exercise price of $1.65

30,000 options shall vest on February 11, 2021 with an exercise price of $1.15

30,000 options shall vest on February 11, 2021 with an exercise price of $2.50

30,000 options shall vest on February 11, 2022 with an exercise price of $5.00

30,000 options shall vest on February 11, 2023 with an exercise price of $7.50

(i) The Optionee purchases or sells securities of the Company without written authorization in accordance with the Company’s insider trading policy then in effect, if any;

(viii) A finding by the Board that the Optionee has acted against the interests of the Company or in a manner that has or may have a detrimental effect on the Company.

4. Representations and Warranties; Acknowledgements. In connection with the grant of the Award Shares hereunder, Optionee represents and warrants to the Company that:

(a) Optionee is able to bear the economic risk of Optionee’s investment in the Shares for an indefinite period of time because the Award Shares have not been registered under the Securities Act and, therefore,cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

8. Method of Exercise. The Options shall be exercisable by a written notice in the manner and form identified on Exhibit B hereto which information shall include:

(b) contain such representations and agreements as to the holder’s investment intent with respect to such shares of Common Stock as set forth in Section 12 hereof;

Any certificate or certificates for shares of Common Stock as to which the Options shall be exercised shall be registered in the name of the person or persons exercising the Options.

10. Definitions; Adjustments; Sale Event.

(b) “Good Reason” shall mean (i) a material diminution in the Optionee’s base salary except for across- the-board salary reductions similarly affecting all or substantially all similarly situated employees of the Company or (ii) if remote work is not approved by Optionee’s direct supervisor, a change of more than 100 miles in the geographic location at which the Optionee provides services to the Company, so long as the Optionee provides at least 90 days’ notice to the Company following the initial occurrence of any such event and the Company fails to cure such event within 30 days thereafter.

12. Conditions to Exercise of Options.

15. Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their legal representatives, successors, and assigns.

The Optionee:	Kenny Bae
	[***]
	[*] [*]
	[***]

The Company:	LifeMD, Inc.
	800 Third Avenue, Suite 2800
	New York, NY 10022
	[***]
	legal@lifemd.com
	justin@lifemd.com

IN WITNESS WHEREOF the parties hereto have set their hand the day and year first above written.

	LIFEMD, INC.

	By:	/s/Justin Schreiber
	Name:	Justin Schreiber
	Title:	Chief Executive Officer

	OPTIONEE:

	By:
	Name:	Kenny Bae

[Signature page to Non-qualified Stock Option Agreement]

EXHIBIT A

[Exhibit A to Non-qualified Stock Option Agreement]

As of February 10th, 2020

CONVERSION LABS, INC.

CONFIDENTIAL EMPLOYMENT & INVESTMENT TERM SHEET

Name:	Kenny Bae (the “Executive”)

Position:	Senior Engineer

Base Salary:	$[***] from Conversion Labs, Inc.

Equity Compensation:	150,000 options @ .23 vested 12 months
	150,000 options @ .50 vested 12 months 150,000 options @ $1.00 vested 24 months 150,000 options @ $1.50 vested 36 months

Employee Benefits:	Participation in the employee benefit plans (dental and health) made available upon starting. Vision and life after 90 day probation period.

Initial Term:	36 months, beginning on the date set forth in an employment agreement between the parties. Term shall automatically expire upon a termination of the Executive’s employment.

Confidentiality:	During the Executive’s employment with the Company and its subsidiaries and thereafter, the Executive will not divulge, transmit or otherwise disclose (except as legally compelled by court order), directly or indirectly, any confidential knowledge or information with respect to the operations, finances, organization or employees of the Company or its affiliates or with respect to confidential or secret processes, services, techniques, customers or plans with respect to the Company and its affiliates, and the Executive will not use, directly or indirectly, any confidential information of the Company and its affiliates for the benefit of anyone other than the Company or its affiliates. All files, records, correspondence, memoranda, notes or other documents (including, without limitation, those in computer-readable form) or property relating or belonging to the Company and its affiliates, whether prepared by the Executive or otherwise coming into his possession in the course of the performance of his services, shall be the exclusive property of the Company and shall be delivered to the Company and not retained by the Executive (including, without limitations, any copies thereof) upon termination of employment for any reason whatsoever.

As of February 10th, 2020

Non-Competition:	While employed by the Company and its subsidiaries and for a period of 18 months thereafter (the “Restricted Period”), the Executive shall not, within any jurisdiction or marketing area in which the Company or any of its affiliates is doing business, directly or indirectly, own, manage,operate, control, consult with, be employed by, participate in the ownership, management, operation or control of, or otherwise render services to or engage in, any business engaged in or competitive with the businesses conducted by the Company and its affiliates. During the Restricted Period, the Executive shall not solicit for business or accept the business of, any person or entity who is, or was at any time within the previous twelve months, a customer of the business conducted by the Company (or potential customer with whom the Company had initiated contact) or its affiliates.

Governing Law:	This term sheet shall be governed by the laws of New York, without regard to principles of conflict of laws.

Binding Effect:	This Term Sheet is binding when agreed to by both parties and shall be used as the basis for a definitive employment agreement with Executive.

EXECUTED and AGREED.

Conversion Labs, Inc (“CVLB”)		Kenny Bae (“Executive”)

By:	/s/ Justin Schreiber	By:	/s/ Kenny Bae
	Justin Schreiber		Kenny Bae
Title:	President & CEO

Date signed:		Date signed: 2/11/2020

EXHIBIT B

FORM OF NOTICE OF OPTION EXERCISE

To:	LifeMD, Inc. (the “Company”)

(1) The undersigned hereby elects to purchase _______ shares of Common Stock of the Company (the “Shares”) pursuant to the terms of the Option Agreement by and between the Company and the undersigned dated as of _________ __, 20 __, and tenders herewith payment of the exercise price in full as set forth below.

(2) Payment shall take the form of (check applicable box):

[ ] in lawful money of the United States in the form of cash or by a bank check or cashier’s check made payable by the undersigned to the Company;

[ ] in lawful money of the United States in the form of a wire transfer to the account specified by the Company;

[ ] in the form of shares of a “broker-assisted cashless exercise” as described in Section 8(d) of the Option Agreement;

[ ] in the form of shares of a “net cashless exercise” as described in Section 8(d) of the Option Agreement; or

[ ] in the form of shares of Common Stock (a “stock-for-stock exercise”) as described in Section 8(d) of the Option Agreement.

(3) Please issue a certificate or certificates representing the Shares in the name of the undersigned or in such other name as is specified below:

______________________

	OPTIONEE

	By:
	Name:
	Email:

[Exhibit B to Non-qualified Stock Option Agreement]

Exhibit 4.27

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of December 13th, 2021, (the “Effective Date”), by and between LifeMD, Inc., a Delaware corporation (the “Company”), having corporate headquarters at 236 Fifth Avenue, Suite 400, New York, NY 10001, and Dennis Wijnker, an individual and resident of the State of California with an address at 2732 Tucker Lane, Los Alamitos, CA 90720 (the “Employee”).

The Company and Employee are hereinafter sometimes referred to collectively as the “Parties” and individually as a “Party.”

WlTNESSETH:

WHEREAS, the Company desires to employ, and Employee agrees to work in the employ of the Company; and

WHEREAS, the Parties hereto desire to set forth the terms of Employee’s employment with the Company.

NOW, THEREFORE, for and in consideration of the mutual promises, covenants and obligations contained, the Company and Employee hereby agree as follows:

1. Employment. The Company hereby employs Employee, and Employee hereby accepts employment by the Company, on the terms and conditions hereinafter set forth.

2. Duties and Responsibilities.

(a) Commencing as of the Effective Date, Employee shall serve in the position of Chief Technology Officer. During the Employment Term, Employee shall (i) be subject to all of the Company’s policies, rules, and regulations applicable to its executives, (ii) report to, and be subject to the direction and control of, Officer, Director, and Co-founder Stefan Galluppi and (iii) perform such duties commensurate with Employee’s position as shall be assigned to Employee.

(b) During the term of Employee’s employment, and excluding any vacation, paid holiday, and sick and personal leave to which Employee may be entitled under this Agreement or applicable federal, state, or local law, Employee agrees to devote substantially all of his business time, energies, skills, and attention to the business and affairs of the Company and any corporation, partnership, limited liability company, or other entity owned or controlled, directly or indirectly, by the Company (each, a “Subsidiary”), to the extent necessary to discharge the responsibilities assigned to Employee hereunder, to use Employee’s reasonable best efforts to perform faithfully, effectively, and efficiently such responsibilities. During the term of Employee’s employment, it shall not be a violation of this Agreement for Employee to (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures or fulfill speaking engagements, (iii) perform pro bono legal work or (iv) manage personal investments, so long as such activities do not (A) violate the terms of this Agreement or any other agreement between Employee and the Company, or between the Company and any third party or (B) constitute an actual or prospective conflict of interest or otherwise interfere with the performance of Employee’s responsibilities as an employee of the Company in accordance with this Agreement.

(c) To induce the Company to enter into this Agreement, Employee represents and warrants to the Company that he is subject to no restraint, limitation, or restriction by virtue of any agreement or arrangement, or by virtue of any law or rule of law or otherwise which would impair [his/her] right or ability (i) to enter the employ of the Company or (ii) to perform fully his duties and obligations pursuant to this Agreement.

3. Term of Employment. This Agreement and the employment relationship and terms hereunder shall continue from the Effective Date until Employee’s employment is terminated by either the Company or Employee pursuant to Section 7 (the “Employment Term”).

4. Compensation. In consideration for all services rendered by Employee to the Company during the Employment Term, and the covenants and agreements of Employee set forth herein (including without limitation the Amendment and Waiver provision in Section 8), the Company shall pay or cause to be paid to Employee, and Employee shall accept, the payments and benefits set forth in this Section 4. The Company shall be entitled to deduct and/or withhold from the compensation amounts payable under this Agreement, all amounts required or permitted to be deducted or withheld under any federal, state, or local law or regulation, or in connection with any Bonus Plan (as defined below) or Benefit Plan (as defined below) in which Employee participates and which mandates a contribution, assessment, or co-payment by the participants therein.

(a) Base Salary. The Company shall pay Employee a base salary at the rate of $[***] per calendar year, which amount shall be subject to adjustment as set forth below (the “Base Salary”). Employee’s Base Salary shall be paid in approximately equal installments in accordance with the Company’s regular practices, as such practices may be modified from time to time. During the Employment Term, Employee’s Base Salary shall be reviewed annually (on a calendar year basis) by and shall be subject to adjustment at the discretion of the Company. “Base Salary” as used in this Agreement shall refer to the Base Salary as so adjusted from time to time.

(b) Bonus Plans. Employee shall be eligible to receive a discretionary “Performance Bonus” for each calendar year during the Employment Term. The Performance Bonus, if any, shall be determined on a calendar year basis in the Company’s sole discretion, with a target of 15% of the Base Salary, and shall be paid as and when determined by the Board, but typically no later than March 15 of the calendar year following the year to which the Performance Bonus is attributable. Exemplary performance metrics pertinent to the award of a Performance Bonus will be determined and further specified by Mr. Galluppi in coordination with LifeMD’s Chief Financial Officer, and include but are not limited to:

●

Successfully execute (on the technology side) with the LifeMD platform;

○

Integrating/building/optimizing LifeMD’s core services:

	■	Prescryptive Health/coupon discount infrastructure
	■	Integration of hardware services;
	■	Buildout XZY road mapped app features;
	■	Buildout of the pharmacy management infrastructure

(c) Benefit Plans. Employee shall be eligible to participate in all benefit plans of the Company, including without limitation—and to the extent available and/or offered—medical coverage, dental, vision, life insurance, 401k plan, and/or other benefits that may be provided by the Company, from time to time, to Company employees of comparable status, subject to, and to the extent that, Employee is eligible under each such benefit plan in accordance with their respective terms (i.e., after the passage of any pre-required amount of service pursuant to each benefit plan). For example, medical benefits commence for your position on the first day of the month following the first day of employment, whereas the Employee 401(k) plan commences after 3 months of service.

(d) Stock Option. The Board has approved, and Employee shall be entitled to—on December 29, 2021 (the “Grant Date”)—a nonqualified stock option (the “Stock Option”) to purchase up to 80,000 shares of the Company’s common stock with an exercise price equal to the closing price of the Company’s common stock on the Grant Date. The Stock Option shall be granted subject to a standalone non-statutory stock option agreement pursuant to the NASDAQ inducement grant exception and shall be subject to the terms thereof (the “Option Agreement”). Provided the Employee’s service with the Company continues through each applicable vesting date, the Stock Option shall vest and become exercisable in three equal installments, based on the passage of 12 month increments of time over the 36 months following the Grant Date. Upon the consummation of a “change in control event” (as defined in Section 409A of the Code), any unvested Stock Option for the installment when the change in control event occurs shall vest in a pro rata fashion for that installment. All other terms of the Stock Option shall be governed by the Plan and the Option Agreement. The Stock Option is intended to be exempt from Section 409A of the Code and shall be administered and interpreted consistent with such intent.

(e) Signing Bonus. The Company shall pay Employee a one-time signing bonus of $10,000 to be paid in ten equal and consecutive monthly installments of $1,000 each, with the first monthly installment paid after completion of the first full month of employment.

5. Additional Benefits. During the Employment Term, Employee shall receive a total of 15 days per calendar year of paid vacation and other time off. During the Employment Term, Employee shall be eligible to receive any other employment benefits that may be provided by the Company from time to time to Company employees of comparable status, subject to, and to the extent that, Employee is eligible under such benefits in accordance with their respective terms. The Company reserves the right to change benefits from time to time in its discretion.

6. Covenants of Employee.

(a) Employee will truthfully and accurately make, maintain, and preserve all records and reports that the Company may from time-to-time reasonably request or require;

(b) Employee will obey all rules, regulations, and reasonable special instructions applicable to Employee, and will be loyal and faithful to the Company at all times, constantly endeavoring to improve Employee’s ability and knowledge of the business in an effort to increase the value of Employee’s services to the mutual benefit of the Parties;

(c) Employee will make available to the Company all information Employee has knowledge relating to the business of the Company or any of its Subsidiaries and will make all suggestions and recommendations which Employee feels will be of benefit to the Company;

(d) Employee will fully account for all money, records, goods, wares, and merchandise or other property belonging to the Company of which Employee has custody, and will pay over and deliver the same promptly whenever and however he may be reasonably directed to do so;

(e) During employment with the Company, its subsidiaries, and thereafter, the Employee will not divulge, transmit or otherwise disclose (except as legally compelled by court order), directly or indirectly, any confidential knowledge or information with respect to the operations, finances, organization or employees of the Company or its affiliates or with respect to confidential or secret processes, services, techniques, customers or plans with respect to the Company and its affiliates. The Employee will not use, directly or indirectly, any confidential information of the Company and its affiliates for the benefit of anyone other than the Company or its affiliates.

(f) All files, records, correspondence, memoranda, notes or other documents (including, without limitation, those in computer-readable form) or property relating or belonging to the Company and its affiliates, whether prepared by the Employee or otherwise coming into [his/her] possession in the course of the performance of [his/her] services, shall be the exclusive property of the Company and shall be immediately delivered to the Company and not retained by the Employee (including, without limitations, any copies thereof) upon termination of employment for any reason whatsoever.

(g) While employed by the Company and its subsidiaries and for a period of twelve (12) months thereafter (the “Restricted Period”), the Employee shall not, within any jurisdiction or marketing area in which the Company or any of its affiliates is doing business, directly or indirectly—limited to telehealth or telemedicine businesses—(i) participate in the ownership, management, operation, or control of; or (ii) consult with, be employed by, or otherwise render services to any said telehealth or telemedicine business. During the Restricted Period, the Employee shall not, privately or publicly: (i) solicit for business or accept the business of, any person or entity who is, or was at any time within the previous twelve (12) months, a customer of the Company (or potential customer with whom the Company had initiated contact) or its affiliates, unless Employee had contacts with said customer or potential customer prior to signing these Employment Terms; (ii) disparage or make derogatory, pejorative, or offensive remarks about the Company, it affiliates, or its brands, products, and offerings.

(h) Employee represents and warrants that Employee’s performance under these Terms does not and will not violate the terms of any other agreement to which Employee is a party, including, without limitation, confidentiality, or non-competition agreements.

(i) Employee understands that in his performing work for the Company, he will be expected not to use or disclose any confidential information, including trade secrets, of any former employer or other person that Employee has an obligation of confidentiality. Rather, Employee further understands that he will be expected to use only that information which is generally known and used by persons with training and experience comparable to his own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. Employee agrees that he will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom Employee has an obligation of confidentiality. Employee hereby represents that he has disclosed to the Company any contract he has signed that may restrict Employee’s activities on behalf of the Company.

(j) Employee acknowledges and understands that the securities of the Company are publicly traded and subject to the Securities Act of 1933 and the Securities Exchange Act of 1934. As a result, Employee acknowledges and agrees that (i) he is required under applicable securities laws to refrain from trading in securities of the Company while in possession of material nonpublic information and to refrain from disclosing any material nonpublic information to anyone except as permitted by this Agreement in connection with the performance of Employee’s duties hereunder, and (ii) he will communicate to any person to whom Employee communicates any material nonpublic information that such information is material nonpublic information and that the trading and disclosure restrictions in clause (i) above also apply to such person.

7. Termination of Employment. Employee’s employment with the Company will be “at-will.” Either the Company or Employee can terminate the employment at any time and for any reason, with or without notice by the Company, and with at least two weeks written notice by Employee. If Employee’s employment is terminated without cause, Employee will receive severance pay equal to Employee’s monthly Base Salary for three months from the date of termination of employment.

The Company may terminate the employment of the Employee with cause if the Company determines that, for example, Employee has:

	(a)	materially breached any provision hereof or habitually neglected the duties which Employee was required to perform under any provision of this Agreement;

	(b)	misappropriated funds or property of the Company or otherwise engaged in acts of dishonesty, fraud, misrepresentation, or other acts of moral turpitude, even if not in connection with the performance of Employee’s duties hereunder, which could reasonably be expected to result in serious prejudice to the interests of the Company if Employee were retained as an employee;

	(c)	secured any personal profit not completely disclosed to and approved by the Company in connection with any transaction entered into on behalf of or with the Company or any affiliate of the Company; or

	(d)	failed to carry out and perform duties assigned to Employee in accordance with the terms hereof in a manner acceptable to the Company after a written demand for substantial performance is delivered to Employee which identifies the manner in which Employee has not substantially performed Employee’s duties and provided further that Employee shall be given a reasonable opportunity to cure such failure.

For purposes of this section, the Employee shall not be terminated for Cause without (i) reasonable notice to the Employee setting forth the reasons for the Company’s intention to Terminate for Cause and a reasonable opportunity to cure such situation (if capable of cure), (ii) an opportunity for the Employee, together with counsel, to be heard before the General Counsel and/or Chief Executive Officer of the Company, and (iii) delivery to the Employee of a notice of termination from the Company, finding that, in the good faith opinion of the General Counsel and/or Chief Executive Officer, the Employee had engaged in the conduct set forth above and specifying the particulars thereof in detail.

8. Amendment and Waiver. This Agreement may not be changed orally but only by written documents signed by the Party against whom enforcement of any waiver, change, modification, extension or discharge is sought; however, the amount of compensation to be paid to Employee for services to be performed for the Company hereunder may be changed from time to time by the Parties by written agreement without in any other way modifying, changing or affecting this Agreement or the performance by Employee of any of the duties of his employment with the Company. Any such written agreement shall be, and shall be conclusively deemed to be, a ratification and confirmation of this Agreement, except as expressly set forth in such written amendment. The waiver by any Party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach thereof, nor of any breach of any other term or provision of this Agreement.

9. Notice. All notices and other communications hereunder shall be in writing and shall be deemed duly delivered (a) three business days after being received by registered or certified mail, return receipt requested, postage prepaid, or (b) three business days after being sent for next business day delivery, fees prepaid, via a reputable nationwide overnight courier service, in the case of the Company, to its principal office address or to legal@lifemd.com with confirmed return receipt, and in the case of Employee, to Employee’s residence address as shown on the records of the Company, Employee’s address on this Agreement (if not a residence), dwijnker@gmail.com, or may be given by personal delivery thereof.

10. Severability. When possible, each provision of this Agreement shall be interpreted in such manner as to be valid and enforceable under applicable law. If any provision shall be invalid, unenforceable, or prohibited by applicable law, then in lieu of declaring such provision invalid or unenforceable, to the extent permitted by law (a) the Parties agree that they will amend such provision to the minimal extent necessary to bring such provision within the ambit of enforceability, and (b) any court of competent jurisdiction may, at the request of either party, sufficiently revise, reconstruct, or reform such provision to cause it to be valid and enforceable.

11. Entire Agreement. This Agreement forms the complete and exclusive statement of Employee’s employment agreement with the Company. It supersedes any other agreements, representations or promises made to Employee by anyone, whether oral or written. Changes in Employee’s employment terms, other than those changes expressly reserved to the Company’s discretion in this Agreement, require a written modification signed by an officer of the Company.

12. Force Majeure. Neither of the Parties shall be liable to the other for any delay or failure to perform hereunder, which delay or failure is due to causes beyond the control of said Party, including, but not limited to acts of God; acts of the public enemy; acts of the United States of America or any state, territory, or political subdivision thereof or of the District of Columbia; fires; floods; epidemics, quarantine restrictions; strike or freight embargoes. Notwithstanding the foregoing provisions of this Section 12, in every case the delay or failure to perform must be beyond the control and without the fault or negligence of the Party claiming excusable delay.

13. Dispute Resolution. In the event of any dispute arising under or pursuant to this Agreement, the Parties agree to attempt to resolve the dispute in a commercially reasonable fashion before instituting any litigation or arbitration (except for emergency injunctive relief). If the parties are unable to resolve the dispute within thirty (30) days, then the parties agree to mediate the dispute with a mutually agreed upon mediator in New York, NY. If the parties cannot agree upon a mediator within ten (10) days after either party shall first request commencement of mediation, each party will select a mediator within five (5) days thereof, and those mediators shall select the mediator to be used. The mediation shall be scheduled within thirty (30) days following the selection of the mediator. The parties further agree that any applicable statute of limitations will be tolled for the period of time from the date mediation is requested until 14 days following the mediation. If the mediation does not resolve the dispute, then the parties irrevocably and unconditionally agree to the arbitration provisions in Section 14.

14. Arbitration. To ensure the rapid and economical resolution of disputes that may arise in connection with your employment with the Company, Employee and the Company agree that any and all disputes, claims, or causes of action, in law or equity, including but not limited to statutory claims, arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement, Employee’s employment with the Company, or the termination of Employee’s employment, shall be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. § 1-16, to the fullest extent permitted by law, by final, binding and confidential arbitration conducted by JAMS or its successor, under JAMS’ then applicable rules and procedures for employment disputes (available upon request and also currently available at http://www.jamsadr.com/rules- employment-arbitration/). The arbitration will take place in New York, NY unless otherwise agreed to by the Parties. Employee acknowledges that by agreeing to this arbitration procedure, both Employee and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. In addition, all claims, disputes, or causes of action under this section, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration. This paragraph shall not apply to any action or claim that cannot be subject to mandatory arbitration as a matter of law, including, without limitation, claims brought pursuant to the California Private Attorneys General Act of 2004, as amended, the California Fair Employment and Housing Act, as amended, and the California Labor Code, as amended, to the extent such claims are not permitted by applicable law(s) to be submitted to mandatory arbitration and the applicable law(s) are not preempted by the Federal Arbitration Act or otherwise invalid (collectively, the “Excluded Claims”). In the event Employee intends to bring multiple claims, including one of the Excluded Claims listed above, the Excluded Claims may be filed with a court, while any other claims will remain subject to mandatory arbitration. Employee will have the right to be represented by legal counsel at any arbitration proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The arbitrator shall be authorized to award all relief that Employee or the Company would be entitled to seek in a court of law. The Company shall pay all JAMS arbitration fees in excess of the administrative fees that Employee would be required to pay if the dispute were decided in a court of law. Nothing in this Agreement is intended to prevent either Employee or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration.

15. Successors.

(a) No rights or obligations of Employee under this Agreement may be assigned or transferred by Employee other than Employee’s rights to payments or benefits hereunder, which may be transferred only by will or the laws of descent and distribution. Upon Employee’s death, this Agreement and all rights of Employee hereunder shall inure to the benefit of and be enforceable by Employee’s beneficiary or beneficiaries, personal or legal representatives, or estate, to the extent any such person succeeds to Employee’s interests under this Agreement. Subject to compliance with the terms of any Company sponsored benefit plan, Employee shall be entitled to select and change a beneficiary or beneficiaries to receive following Employee’s death any benefit or compensation payable hereunder by giving the Company written notice thereof. In the event of Employee’s death or a judicial determination of Employee’s incompetence, reference in this Agreement to Employee shall be deemed, where appropriate, to refer to Employee’s beneficiary(ies), estate or other legal representative(s).

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and permitted assigns.

(c) The Company shall have the right to assign this Agreement to any successor of substantially all of its business or assets, and any such successor shall be bound by all of the provisions hereof.

16. Governing Law. This Agreement and the rights and obligations of the Parties shall be governed by and construed and enforced in accordance with the substantive laws of New York.

17. Multiple Counterparts. This Agreement may be executed in multiple counterparts each deemed to be an original but all of which together shall constitute but one instrument.

[Signatures on Next Page]

EXECUTED as of the day, month, and year set forth above as the Effective Date.

LIFEMD, INC.

	/s/ Stefan Galluppi
By:	Stefan Galluppi

EMPLOYEE

	/s/ Dennis Wijnker
By:	Dennis Wijnker

Exhibit 4.28

BONUS AGREEMENT

This AGREEMENT (“Agreement’’) is dated as of August 16, 2017 between IMMUDYNE, INC., a Delaware corporation (the “Company”), and Brian Schreiber DBA BV Global Fulfillment, LLC (“Independent Contractor’’). The Company and the Independent Contractor are hereinafter sometimes referred to collectively as the “Parties” and individually as a “Party.”

WITNESSETH:

WHEREAS, the Company’s subsidiary lmmudyne PR, LLC has hired the Independent Contractor, and the Company wishes to issue a Bonus to the Independent Contractor in recognition for its excellent work, and

NOW, THEREFORE, for and in consideration of the mutual promises, covenants and obligations contained, the Company hereby agrees to issue a Bonus to the Independent Contractor, and the Independent Contractor hereby agrees to accept, the following:

1. Independent Contractor’s Duties and Term. Independent Contractor’s Contractual relationship with the Company shall continue under the Fulfillment Services Agreement, with an August 3, 2016 Effective Date.

2. Bonus. In recognition for excellent work, for all services rendered by Independent Contractor on behalf of the Company, and the covenants and agreements of Consultant set forth herein (including without limitation the covenant not to compete set forth in Section 8 hereof), the Company agrees to pay to Independent Contractor, and Independent Contractor agrees to accept, the following bonus:

	(a)	50,000 shares of Common Stock of the Company upon the execution of this Agreement; and

	(b)	Upon lmmudyne, Inc. achieving $4,000,000 in Pre-Tax Earnings, a ten year fully vested option for 62,500 shares of Common Stock of the Company, such shares purchasable or exercisable on a cashless basis at an exercise price of $0.25 (twenty-five cents) per share. “Pre-Tax Earnings” shall mean earnings of the Company determined prior to payment or deduction of federal or state income taxes, determined in accordance with generally accepted accounting principles, consistently applied. It is understood by the Parties that the total issuance (regarding this $4,000,000 milestone described above) is capped at a total of an option for 62,500 shares;

	(d)	Upon lmmudyne, Inc. achieving $5,000,000 in Pre-Tax Earnings, a ten year fully vested option for another 62,500 shares of Common Stock of the Company, such shares purchasable or exercisable on a cashless basis at an exercise price of $0.25 (twenty-five cents) per share. It is understood by the Parties that the total issuance (regarding this $5,000,000 milestone described above) is capped at a total of an option for 62,500 shares;

	(e)	Upon lmmudyne, Inc. achieving $6,000,000 in Pre-Tax Earnings, a ten year fully vested option for another 62,500 shares of Common Stock of the Company, such shares purchasable or exercisable on a cashless basis at an exercise price of $0.35 (thirty-five cents) per share. It is understood by the Parties that the total issuance (regarding this $6,000,000 milestone described above) is capped at a total of an option for 62,500 shares;

	(f)	Upon lmmudyne, Inc. achieving $7,000,000 in Pre-Tax Earnings, a ten year fully vested option for another 62,500 shares of Common Stock of the Company, such shares purchasable or exercisable on a cashless basis at an exercise price of $0.35 (thirty-five cents) per share. It is understood by the Parties that the total issuance (regarding this $7,000,000 milestone described above) is capped at a total of an option for 62,500 shares;

	(g)	If the Company is prevented from issuing any of options or the stock due to pending litigation, or for any other reason, then the expiration date(s) will commence (or recommence, if applicable) when the Company’s options or the stock relating thereto are no longer subject to current litigation, or any other contingency prohibiting the Company from issuing said options or stock. Additionally, if the Company should merge into or be acquired by another company, any options or stock not granted up to the date of merger or acquisition will be granted to and will be immediately exercisable by Independent Contractor on the business day immediately preceding the merger or acquisition at the respective exercise prices as described above ($0.25 or $0.35 per share), or the preceding average 30 day market price of the Company’s stock prior to the announcement of such merger or acquisition, whichever price is lower. If the effective day for establishing the exercise price for the options is a non- working day, the working day preceding such date shall be the effective date. All shares resulting from the exercise of options shall have the same rights as all other shares of the Company’s capital stock. Further, if the Company should split its stock prior to the granting or exercise of said options, then the options shall be split in a similar manner and the exercise price shall be adjusted to prevent any dilution or increase in Consultant’s interest in the Company’s stock once the options are granted or exercised. Lastly, Independent Contractor or his Estate will have the right to assign all his options. Independent Contractor’s options do not terminate with his death. The options may be exercised by his heirs and his assigns and their heirs.

Covenants of Independent Contractor. For and in consideration of the above herein, Independent Contractor does hereby covenant, agree and promise that:

	(a)	Independent Contractor will not actively engage, directly or indirectly, in any other business or venture that competes with the Company except at the direction or upon the written approval of the Company;

	(b)	Independent Contractor will not engage, directly or indirectly, in the ownership, management, operation or control of, or employment by, any business of the type and character engaged in by the Company or any of its subsidiaries. Independent Contractor may make personal investments in public companies, such as those made through or recommended by a stock broker;

	(c)	Independent Contractor will truthfully and accurately make, maintain and preserve all records and reports that the Company may from time to time reasonably request or require;

	(d)	Independent Contractor will be loyal and faithful to the Company at all times, constantly endeavoring to improve Independent Contractor’s ability and knowledge of the business in an effort to increase the value of Independent Contractor’s services to the mutual benefit of the Parties;

	(e)	Independent Contractor will make available to the Company any and all of the information of which Independent Contractor has knowledge relating to the business of the Company or any of the Company’s other subsidiaries and will make all suggestions and recommendations which Independent Contractor feels will be of benefit to the Company;

	(f)	Independent Contractor will fully account for all money, records, goods, wares and merchandise or other property belonging to the Company of which Independent Contractor has custody, and will pay over and deliver the same promptly whenever and however he may be reasonably directed to do so;

	(g)	Independent Contractor recognizes that during the course of time, Independent Contractor has had and will have access to, and that there has been, and will be disclosed to him, information of a proprietary nature owned by the Company, including but not limited to records, customer and supplier lists and information, pricing information, data, formulae, design information and specifications, inventions, processes and methods, which is of a confidential or trade secret nature, and which has great value to the Company and is a substantial basis and foundation upon which the business of the Company is predicated. Independent Contractor acknowledges that except for Independent Contractor’s work with the Company, Independent Contractor would not have had and would not have access to such information, and Independent Contractor agrees that any and all confidential knowledge or information which may have been or may be obtained by or disclosed to Independent Contractor in the course of Independent Contractor’s work with the Company, including but not limited to the information hereinabove set forth (collectively, the “Information”), will be held inviolate by Independent Contractor, that Independent Contractor will conceal the same from any and all other persons, including but not limited to competitors of the Company and its subsidiaries, and that Independent Contractor will not impart the Information or any such knowledge acquired by Independent Contractor in Independent Contractor’s work with (and for) the Company to anyone, either during Independent Contractor’s Contacts to the Company or thereafter, except to employees or agents of the Company and its subsidiaries on a strict need-to-know basis in the performance of their duties as employees or agents of the Company or one of its subsidiaries. Independent Contractor further agrees that during the term of this Agreement and thereafter, Independent Contractor will not use the Information in competing with the Company, or in any other manner to Independent Contractor’s benefit or to the detriment of the Company or its subsidiaries;

(h)

Independent Contractor understands and acknowledges that the securities of the Company are publicly traded and subject to the Securities Act of 1933 and the Securities Exchange Act of 1934. As a result, Independent Contractor acknowledges and agrees that (i) he is required under applicable securities laws to refrain from trading in securities of the Company while in possession of material nonpublic information and to refrain from. disclosing any material nonpublic information to anyone except as permitted by his Agreements in connection with the performance of Independent Contractor work, and (ii) he will not communicate to any person to whom he communicates any material nonpublic information that such information is material nonpublic information and that the trading and disclosure restrictions in clause (i) above also apply to such person.

	4.	Covenant Not to Compete. The Independent Contractor recognizes that the Company has business good will and other legitimate business interests which must be protected, and therefore, the Independent Contractor agrees that during his working relationship with the Company, Independent Contractor will not, without the prior written consent of the Company, engage, directly or indirectly, in any business that competes with the Company or any of its subsidiaries in any territory in which the Company or any of its subsidiaries conducts business. It is mutually understood and agreed that if any of the provisions relating to the scope time or territory in this Section 4 are more extensive than is enforceable under applicable laws or are broader than necessary to protect the good will and legitimate business interests of the Company, then the Parties agree that they will reduce the degree and extent of such provisions by whatever minimal amount is necessary to bring such provisions within the ambit of enforceability under applicable law.

	5.	Business Opportunities. For as long as the Independent Contractor shall have a working relationship with the Company and thereafter with respect to any business opportunities learned about during this time, the Independent Contractor agrees that with respect to any future business opportunity or other new and future business proposal which is offered to, or comes to the attention of, the Independent Contractor and which is in any way related to or connected with, the business of the Company or its affiliates, the Company shall have the right to take advantage of such business opportunity or other business proposal for its own benefit. The Independent Contractor agrees to promptly deliver notice to the President of the Company in writing of the existence of such opportunity or proposal, and the Independent Contractor may take advantage of such opportunity only if the Company does not elect to exercise its right to take advantage of such opportunity and if the pursuit thereof would not otherwise violate any provision of this Agreement.

	6.	Notice. All notices and other communications hereunder shall be in writing and shall be deemed duly delivered (i) three business days after being received by registered or certified mail, return receipt requested, postage prepaid, or (ii) three business days after being sent for next business day delivery, fees prepaid, via a reputable nationwide overnight courier service, in the case of the Company, to its principal office address, and in the case of Independent Contractor, to Independent Contractor’s residence or business addressaddress as shown on the records of the Company, or may be given by personal delivery thereof.

	7.	Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be valid and enforceable under applicable law, but if any provision of this Agreement shall be invalid, unenforceable or prohibited by applicable law, then in lieu of declaring such provision invalid or unenforceable, to the extent permitted by law (a) the Parties agree that they will amend such provision to the minimal extent necessary to bring such provision within the ambit of enforceability, and (b) any court of competent jurisdiction may, at the request of either party, revise, reconstruct or reform such provision in a manner sufficient to cause it to be valid and enforceable.

	8.	Force Majeure. Neither of the Parties shall be liable to the other for any delay or failure to perform hereunder, which delay or failure is due to causes beyond the control of said Party, including, but not limited to: acts of God; acts of the public enemy; acts of the United States of America or any state, territory or political subdivision thereof or of the District of Columbia; fires; floods; epidemics, quarantine restrictions; strike or freight embargoes.

	9.	Authority to Contract. The Company warrants and represents that it has full authority to enter into this Agreement and to consummate the transactions contemplated hereby and that this Agreement is not in conflict with any other agreement to which the Company is a party or by which it may be bound. The Company hereto further warrants and represents that the individuals executing this Agreement on behalf of the Company have the full power and authority to bind the Company to the terms hereof and have been authorized to do so in accordance with the Company’s corporate organization.

	10.	Mediation. In the event of any dispute arising under or pursuant to this Agreement, the Parties agree to attempt to resolve the dispute in a commercially reasonable fashion before instituting any arbitration or litigation (with the exception of emergency injunctive relief as set forth in Paragraph 8). If the Parties are unable to resolve the dispute within thirty (30) days, then the Parties agree to mediate the dispute with a mutually agreed upon mediator. If the Parties cannot agree upon a mediator within ten (10) days after either party shall first request commencement of mediation, each party will select a mediator within five (5) days thereof, and those mediators shall select the mediator to be used. The mediation shall be scheduled within thirty (30) days following the selection of the mediator. If the mediation does not resolve the dispute, then Paragraph 18 shall apply. The Parties further agree that any applicable statute of limitations will be tolled for the period of time from the date mediation is requested until 14 days following the mediation.

	11.	Arbitration. Any and all disputes or controversies whether of law or fact and of any nature whatsoever arising from or respecting this Agreement shall be decided by arbitration by the American Arbitration Association in accordance with its Commercial Rules except as modified herein.

	(a)	The arbitrator shall be elected as follows: in the event the Company and the Consultant agree on one arbitrator, the arbitration shall be conducted by such arbitrator. In the event the Company and the Consultant do not so agree, the Company and the Consultant shall each select one independent, qualified arbitrator and the two arbitrators so selected shall select the third arbitrator (the arbitrator(s) are herein referred to as the “Panel’’). The Company reserves the right to object to any individual arbitrator who shall be employed by or affiliated with a competing organization.

	(b)	Arbitration shall take place in New York, NY, or any other location mutually agreeable to the Parties. At the request of either Party, arbitration proceedings will be conducted in the utmost secrecy; in such case all documents, testimony and records shall be received, heard and maintained by the arbitrators in secrecy, available for inspection only by the Company or the Consultant and their respective attorneys and their respective experts who shall agree in advance and in writing to receive all such information in secrecy until such information shall become generally known. The Panel shall be able to award any and all relief, including relief of an equitable nature, provided that punitive damages shall not be awarded. The award rendered by the Panel may be enforceable in any court having jurisdiction thereof.

(c)

Reasonable notice of the time and place of arbitration shall be given to all Parties and any interested persons as shall be required by law.

	12.	Governing Law. This Agreement and the rights and obligations of the Parties shall be governed by and construed and enforced in accordance with the substantive laws (but not the rules governing conflicts of laws) of the State of New York.

	13.	Multiple Counterparts. This Agreement may be executed in multiple counterparts each of which shall be deemed to be an original but all of which together shall constitute but one instrument.

EXECUTED as of the day and year first above set forth.

IMMUDYNE, INC.		INDEPENDENT CONTRACTOR

By:	/s/ Mark McLaughlin	/s/ Brian Schreiber

	Mark McLaughlin	Brian Schreiber

	President	BV Global Fulfillment, LLC

Exhibit 4.29

EMPLOYMENT AGREEMENT

1. Employment, Duties and Acceptance

1.1 Commencing on the effective date of this Agreement as stated above, Company shall employ Employee to render exclusive and full-time services as Video and Content Producer of the Company and its subsidiaries, and in connection therewith to devote his best efforts to the affairs of the Company and its subsidiaries and to perform such duties as Employee shall reasonably be directed to perform by officers of the Company. Employee shall report directly to the Company’s Chief Acquisition Officer.

2. Term of Employment. This Agreement may be terminated without notice by either party at any time for any reason.

3. Compensation

Subject to the Employee remaining an employee of the Company, the Options shall vest in three equal installments with respective exercise prices. For the avoidance of doubt,

	●	100,000 options shall vest on October 1, 2020 with $0.50 as exercise price,
	●	100,000 options shall vest on October 1, 2021 with $1.00 as exercise price, and
	●	100,000 options shall vest on October 1, 2022 with $1.50 as exercise price.

4. Termination

5. Protection of Confidential Information

7. Covenant against Competition. Employee hereby expressly covenants and agrees that Employee will not during the Term of this Agreement engage in any activity in competition with the business activities of Employer. Employee further agrees that for a period of two (2) years immediately following termination of this Agreement, within a fifty (50) mile radius of the address where Employee is working as of the date of the termination of this Agreement, Employee shall not for any reason whatsoever, conduct any activity that is competitive with the activities Employee conducted for Employer within one year prior to the termination of this Agreement.

11. Notices

If to Employee:

Michael Angulo

[***]

Email: [***]

If to Company:

Conversion Labs, Inc.

Attn: Juan Manuel Piñeiro Dagnery, Chief Financial Officer

Email: [***]

With a copy to:

Lucosky Brookman LLP

[***]

Attn: Lawrence Metelitsa

Email: [***]

Or to other addresses as either party may specify by written notice to the other as provided in this Article 11.1.

12. General

12.6 This Agreement shall be governed by and construed according to the laws of the State of New York applicable to agreements to be wholly performed therein.

(See following page for execution signatures)

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of October 1, 2019.

“COMPANY” or “EMPLOYER”		“EMPLOYEE”

Conversion Labs, Inc.,
a Delaware corporation

By:	/s/ Juan Manuel Piñeiro Dagnery	/s/ Michael Angulo
Print Name	Juan Manuel Piñeiro Dagnery	Michael Angulo
Print Title	Chief Financial Officer	Video and Content Producer

October 1, 2019		October 1, 2019
Date		Date

Exhibit 5.1

December 21, 2023

LifeMD, Inc.

236 Fifth Avenue, Suite 400

New York, New York 10001

Re:	Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to LifeMD, Inc., a Delaware corporation (the “Company”), in connection with a Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to (i) 1,260,750 shares of common stock of the Company, par value $0.01 per share (the “Common Stock”) that are issued or subject to issuance by the Company upon the exercise or settlement of awards previously granted under the LifeMD, Inc. Amended and Restated 2020 Equity and Incentive Plan (the “Plan”) and that are being registered for resale by certain directors, officers and employees, and (ii) 778,000 shares of Common Stock that are issued or subject to issuance by the Company upon the exercise or settlement of awards previously granted under certain agreements and arrangements with certain directors, officers and employees (collectively, the “Non-Plan Arrangements”) and that are being registered for resale by those directors, officers and employees. For the purposes of this opinion, the shares described under (i) shall be referred to as the “Plan Shares,” and the shares described under (ii) shall be referred to as the “Non-Plan Shares.”

In connection with this opinion, we have reviewed the actions proposed to be taken by the Company in connection with the issuance and resale of the Plan Shares and the Non-Plan Shares. We have also examined and relied upon the Registration Statement and the originals or copies certified to our satisfaction of such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. With the Company’s consent, we have relied upon certificates and other assurances of officers of the Company as to factual matters without having independently verified such factual matters. We have assumed the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies thereof and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.

This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as expressly stated herein. Our opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. Our opinion herein is expressed solely with respect to the federal laws of the United States and the General Corporation Law of the State of Delaware. Our opinion is based on these laws as in effect on the date hereof, and we disclaim any obligation to advise the Company of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. We are not rendering any opinion as to compliance with any federal or state antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof.

50 South Sixth Street | Suite 1500 | Minneapolis, MN | 55402-1498 | T 612.340.2600 | F 612.340.2868 | dorsey.com

LifeMD, Inc.

December 21, 2023

Page 2

Based upon and subject to the foregoing, we advise the Company that, in our opinion, when the Plan Shares have been issued pursuant to the applicable provisions of the Plan and pursuant to the agreements which accompany the Plan, and in accordance with the Registration Statement, such Plan Shares will be validly issued, fully paid and nonassessable, and when the Non-Plan Shares have been issued pursuant to the applicable provisions of the Non-Plan Arrangements, and in accordance with the Registration Statement, such Non-Plan Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the reference to our firm under the caption “Legal Matters” in the prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

	Very truly yours,

	/s/ Dorsey & Whitney LLP

CCH/AWE

Exhibit 23.2

Independent Registered Public Accounting Firm’s Consent

We consent to the incorporation by reference in this Registration Statement of LifeMD, Inc. on Form S-8 of our report dated March 22, 2023 which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audit of the consolidated financial statements of LifeMD, Inc. as of December 31, 2022 and for the year ended December 31, 2022 appearing in the Annual Report on Form 10-K of LifeMD, Inc. for the year ended December 31, 2022. We also consent to the reference to our firm under the heading “Experts” which is part of this Registration Statement.

/s/ Marcum llp

Marcum llp

Marlton, New Jersey

December 21, 2023

Exhibit 23.3

Independent Registered Public Accounting Firm’s Consent

We consent to the incorporation by reference in this Registration Statement of LifeMD, Inc. on Form S-8 of our report dated March 7, 2022 with respect to our audit of the consolidated financial statements of LifeMD, Inc. as of December 31, 2021 and for the year ended December 31, 2021 appearing in the Annual Report on Form 10-K of LifeMD, Inc. for the year ended December 31, 2021. We were dismissed as auditors on September 14, 2022 and, accordingly, we have not performed any audit or review procedures with respect to any financial statements incorporated by reference for the periods after the date of our dismissal. We also consent to the reference to our firm under the heading “Experts” which is part of this Registration Statement.

/s/ Friedman LLP

Friedman LLP

Marlton, New Jersey

December 21, 2023

EXHIBIT 107

Calculation of Filing Fee Tables

FORM S-8
(Form Type)

LIFEMD, INC.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

Security Type	Security Class Title⁽¹⁾	Fee Calculation Rule	Amount Registered			Proposed Maximum Offering Price Per Unit			Maximum Aggregate Offering Price			Fee Rate		Amount of Registration Fee
Newly Registered Securities
Equity	Common Shares, par value $0.01 per share	Rule 457(h)		2,038,750	⁽²⁾	$	7.82	⁽³⁾	$	15,943,025	⁽³⁾	$	0.00014760	$	2,353.19
Total Offering Amounts									$	15,943,025				$	2,353.19
Total Fee Offsets⁽⁴⁾														$	0.00
Net Fee Due														$	2,353.19

	(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “*Securities Act”), this registration statement shall also cover any additional shares of common stock, par value of $0.01 per share (the “Common Stock”), of LifeMD, Inc. (the “Company”) that become issuable under the LifeMD, Inc. Amended and Restated 2020 Equity and Incentive Plan (the “Plan*”), by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Company’s receipt of consideration which would increase the number of outstanding shares of Common Stock.

	(2)	Represents 1,260,750 shares of Common Stock issuable pursuant to outstanding awards granted pursuant to the Plan (the “*Plan Awards”). Also includes 778,000 shares of Common Stock issuable pursuant to awards outside of the Plan granted under certain agreements and arrangements with the Company’s directors, officers and employees (the “Non-Plan Awards*”).

	(3)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under the Securities Act. The offering price per share and the aggregate offering price for shares reserved for future issuance pursuant to the Plan Awards and Non-Plan Awards are based on $7.82 per share, the average of the high and the low price of the Common Stock as reported on the Nasdaq Global Market on December 19, 2023.

	(4)	The Registrant does not have any fee offsets.

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