LifeMD Divests Majority Interest in WorkSimpli Software, Positioning Company as a Pure-Play Virtual Care and Pharmacy Platform

Rhea-AI Summary

LifeMD (Nasdaq: LFMD) sold its majority ownership interest in WorkSimpli Software LLC in a transaction that values WorkSimpli at an approximately $65 million enterprise value. The deal closed on November 4, 2025, and LifeMD received about $22 million cash at closing, representing 91.6% of the $24.0 million base purchase price attributable to the 80% interest sold. Sellers are eligible for up to an additional $28.0 million in cash tied to growth and operational targets over the next three years.

LifeMD said it expects to use existing NOLs to offset most capital gains and will reallocate resources to expand its virtual care and pharmacy offerings, including cardiometabolic care beginning in H1 2026 and continued scaling of Rex MD and e-pharmacy products.

Positive

• Transaction values WorkSimpli at an $65M enterprise value
• LifeMD received approximately $22M cash at closing
• Up to $28M earnout payable over the next three years
• LifeMD will redeploy capital into virtual care and pharmacy growth
• Company expects to use NOLs to offset most capital gains

Negative

• Loss of WorkSimpli’s ongoing positive cash flow contribution to LifeMD
• Significant portion of consideration contingent on future performance
• Proceeds include holdbacks and are subject to post-closing adjustments

Insights

Corporate Finance Analyst

LifeMD sold an 80% stake in WorkSimpli for a transaction valuing the business at $65 million, receiving $22 million at close and preserving earnout upside.

LifeMD converted a noncore SaaS holding into cash while retaining upside through contingent payments, sharpening its stated strategy to focus on virtual care and pharmacy. The company sold an 80% interest and received approximately $22 million at closing, representing 91.6% of the $24.0 million base price for that interest; sellers may receive up to an additional $28.0 million if defined growth and operational targets are met over the next three years. Historical investment and ownership facts are explicit: initial investment $250,000 in June 2018, total invested ~$1.25 million, and ownership of 73.3% immediately prior to closing on November 4, 2025.

Key dependencies and risks are concrete and narrow: realization of the additional $28.0 million depends solely on meeting specified targets during the three-year earnout window, and post‑closing adjustments could change net proceeds because part of the closing cash is subject to working capital, cash, indebtedness and transaction expense adjustments. LifeMD also expects to use existing NOLs to offset most capital gains, which affects the after‑tax benefit of the sale.

Watchables and timing: monitor reported earnout milestone attainment over the next three years and any disclosed working‑capital or indebtedness adjustments that could alter net cash; also track progress on LifeMD’s stated expansion into cardiometabolic care beginning in the first half of 2026. These items will determine whether proceeds materially improve liquidity and support the company’s refocused growth plans.

Transaction Values WorkSimpli at $65 Million Enterprise Value; Supports LifeMD’s Strategic Focus on Scaling its Virtual Care and Pharmacy Businesses

NEW YORK, Nov. 04, 2025 (GLOBE NEWSWIRE) -- LifeMD, Inc. (Nasdaq: LFMD), a leading provider of virtual healthcare services and pharmacy, today announced the sale of its majority ownership interest in WorkSimpli Software LLC (“WorkSimpli”) in a transaction valuing WorkSimpli at an enterprise value of approximately $65 million. The buyer group was led by WorkSimpli founder and CEO Sean Fitzpatrick, with support from a private investment group. This transaction represents a key milestone in LifeMD’s strategic transformation, further positioning the Company as a pure-play healthcare company exclusively focused on expanding its virtual care and pharmacy offerings.

Under the terms of the agreement, LifeMD received approximately $22 million in cash at closing, representing 91.6% of the $24.0 million base purchase price attributable to the 80% interest sold, with a portion of these proceeds held back subject to adjustments for net working capital, cash, closing date indebtedness, and company transaction expenses.

The sellers are eligible to receive up to an additional $28.0 million in cash upon WorkSimpli achieving defined growth and operational targets over the next three years. The transaction closed on November 4, 2025.

“This transaction represents a defining moment for LifeMD and for WorkSimpli,” said Justin Schreiber, Chairman and CEO of LifeMD. “By divesting our majority stake in WorkSimpli, we are sharpening our focus on what we do best: building and scaling one of the most comprehensive virtual care technology platforms in the industry. This strategic move strengthens our balance sheet and positions LifeMD to accelerate growth across our core business lines, expand into new clinical verticals, and deliver even greater value to our patients, providers, and shareholders. On behalf of LifeMD, I want to congratulate WorkSimpli founder and CEO Sean Fitzpatrick and his team for their dedication and hard work in building such an exceptional business. Sean is an incredible entrepreneur, operator and marketer, and I have no doubt that WorkSimpli will continue to thrive as an independent, private company.”

“I couldn’t be more excited for Sean and the entire WorkSimpli team,” said Stefan Galluppi, Co-Founder and Chief Innovation Officer of LifeMD. “They’ve built an incredible business with strong leadership, a culture of innovation, and a product suite that continues to deliver value to users. I have complete confidence in Sean’s ability to continue scaling the business to even greater heights, and I look forward to watching WorkSimpli thrive as it enters this next chapter.”

In June 2018, LifeMD made an initial $250,000 investment in WorkSimpli Software LLC in exchange for a 51% equity interest in the company. In total, LifeMD invested approximately $1.25 million and held 73.3% ownership of WorkSimpli’s outstanding units immediately prior to the closing of the transaction. LifeMD expects to utilize its existing Net Operating Loss carryforwards (NOLs) to offset the majority of the capital gains generated from the sale. WorkSimpli develops and operates a suite of SaaS productivity tools, and over its tenure with LifeMD it has contributed positive cash flow and strategic value to the organization.

“This transaction marks the start of an exciting new chapter for WorkSimpli,” said Sean Fitzpatrick, CEO of WorkSimpli. “Our team has worked tirelessly to build one of the most dynamic SaaS productivity platforms in the market. Independence gives us the flexibility to invest in our people and products and continue delivering value to our customers at scale. We’re grateful to LifeMD for their vision and partnership in helping us reach this milestone.”

Following the divestiture, LifeMD will concentrate its resources on expanding its virtual care and pharmacy offerings, with a continued focus on weight management, women’s health, behavioral health, urgent care, and primary care. The Company also plans to broaden its platform into more complex, longitudinal cardiometabolic care offerings beginning in the first half of 2026. In addition, LifeMD will continue to scale its Rex MD product portfolio, which is primarily focused on asynchronous men’s healthcare, e-pharmacy solutions, and men’s hormonal health.

The transaction was executed through a Stock Purchase Agreement between LifeMD and the purchasers, and includes customary representations, warranties, and indemnification provisions.

BTIG, LLC served as exclusive financial advisor, and Baker McKenzie served as legal advisor to LifeMD.

About LifeMD, Inc.

LifeMD^® is a leading provider of virtual primary care. LifeMD offers telemedicine, access to laboratory and pharmacy services, and specialized treatment across more than 200 conditions, including primary care, men’s and women’s health, mental health, and weight management. The Company leverages a vertically integrated, proprietary digital care platform, a 50-state affiliated medical group, a state-of-the-art affiliated compounding pharmacy, and a U.S.-based patient care center to increase access to high-quality and affordable care. For more information, please visit LifeMD.com.

Cautionary Note Regarding Forward Looking Statements

This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended; Section 21E of the Securities Exchange Act of 1934, as amended; and the safe harbor provision of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements contained in this news release may be identified by the use of words such as: “believe,” “expect,” “anticipate,” “project,” “should,” “plan,” “will,” “may,” “intend,” “estimate,” “predict,” “continue,” and “potential,” or, in each case, their negative or other variations or comparable terminology referencing future periods. Examples of forward-looking statements include, but are not limited to, statements regarding our financial outlook and guidance, short and long-term business performance and operations, future revenues and earnings, regulatory developments, legal events or outcomes, ability to comply with complex and evolving regulations, market conditions and trends, new or expanded products and offerings, growth strategies, underlying assumptions, and the effects of any of the foregoing on our future results of operations or financial condition.

Forward-looking statements are not historical facts and are not assurances of future performance. Rather, these statements are based on our current expectations, beliefs, and assumptions regarding future plans and strategies, projections, anticipated and unanticipated events and trends, the economy, and other future conditions, including the impact of any of the aforementioned on our future business. As forward-looking statements relate to the future, they are subject to inherent risk, uncertainties, and changes in circumstances and assumptions that are difficult to predict, including some of which are out of our control. Consequently, our actual results, performance, and financial condition may differ materially from those indicated in the forward-looking statements. These risks and uncertainties include, but are not limited to, “Risk Factors” identified in our filings with the Securities and Exchange Commission, including, but not limited to, our most recently filed Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and any amendments thereto. Even if our actual results, performance, or financial condition are consistent with forward-looking statements contained in such filings, they may not be indicative of our actual results, performance, or financial condition in subsequent periods.

Any forward-looking statement made in the news release is based on information currently available to us as of the date on which this release is made. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as may be required under applicable law or regulation.

Investor Contact
Marc Benathen, Chief Financial Officer
marc@lifemd.com

Media Contact
Jessica Friedeman, Chief Marketing and Product Officer
press@lifemd.com

FAQ

What did LifeMD (LFMD) receive from the WorkSimpli sale on November 4, 2025?

LifeMD received approximately $22 million cash at closing and may receive up to $28 million in earnouts over three years.

How much was WorkSimpli valued at in LifeMD’s divestiture?

WorkSimpli was valued at an approximately $65 million enterprise value.

How will the WorkSimpli divestiture affect LifeMD’s business focus (LFMD)?

LifeMD will concentrate on expanding its virtual care and pharmacy offerings, including cardiometabolic care beginning H1 2026.

Does LifeMD (LFMD) face tax on gains from the WorkSimpli sale?

LifeMD expects to use existing NOLs to offset the majority of the capital gains from the sale.

Are all sale proceeds from WorkSimpli guaranteed to LifeMD?

No — a portion of the purchase price was held back for adjustments and up to $28 million is contingent on future targets.

Who led the buyer group for WorkSimpli in the LFMD transaction?

The buyer group was led by WorkSimpli founder and CEO Sean Fitzpatrick with support from a private investment group.