LifeMD Q3 2026 revenue falls 7% to $44.6M
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
LifeMD, Inc. reported third-quarter 2026 revenue of $44.6 million, down 7% year over year, and an Adjusted EBITDA loss of $413,000 versus $2.8 million positive a year earlier. Active subscribers increased 13% to 349,744; gross margin was 82%, compared with 85%. Management said revenue was below guidance and revised its fourth-quarter and full-year 2026 outlook.
On November 9, 2026, LifeMD and its pharmacy subsidiaries entered and closed a $12.5 million non-convertible senior secured loan, secured by substantially all Borrower assets. The Citizens Bank facility was terminated with no amounts outstanding. The loan’s variable rate is the greater of Prime plus 4.50% or 11.50%; payments are interest-only for up to 24 months, then fully amortized, with maturity on May 1, 2030. Beginning with the quarter ending December 31, 2026, the Borrower must maintain at least $150 million in trailing twelve-month net revenue at each quarter-end. Warrants allow the purchase of $625,000 in aggregate of common stock at the lower of $2.32 or the effective price of a bona fide equity raise before June 30, 2027; at $2.32, 269,376 shares may be issued.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointContinuing-operations operating cash use narrowed to $949,634 in Q3, from $2,189,862 a year earlier.
Negative
- Moderate pointThird-quarter revenue fell 7% year over year to $44.6 million.
- Moderate pointAdjusted EBITDA shifted to a $413,043 loss from $2,787,452 positive a year earlier.
Filing Explained
The September 30 cash-and-no-debt snapshot predates the secured loan, and management says pharmacy gross-revenue presentation explains most of the gross-margin decline.
At
Management attributed third-quarter gross margin of
8-K Event Classification
Key Figures
Key Terms
Adjusted EBITDA financial
non-convertible senior secured term loan financial
trailing twelve-month net revenue financial
cohort-based financing financial
Stock Purchase Price financial
Earnings Snapshot
The company said it revised its fourth-quarter and full-year 2026 outlook.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much did LFMD borrow under its new loan?
What did LFMD report for third-quarter 2026 revenue and adjusted EBITDA?
What are the interest and revenue covenant terms of the LFMD loan?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of Registrant as specified in its charter)
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS
Employer Identification No.) |
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
legal@lifemd.com
(Registrant’s email address)
Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Capital Market | ||||
| The Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On November 9, 2026, LifeMD, Inc. (the “Company”) and its subsidiaries LFMD Pharmacy Holdings, LLC, LFMD Pharmacy Holdings 1, LLC, and LFMD Pharmacy Services, LLC (collectively, the “Borrower”) entered into and closed on a Loan and Security Agreement with Avenue Venture Opportunities Fund II, L.P., as a lender and as administrative agent and collateral agent, and Avenue Growth Lending Fund III, L.P. (together with Avenue Venture Opportunities Fund II, L.P., the “Lenders”), and a Supplement to the Loan and Security Agreement (the “Supplement,” and together with the Loan and Security Agreement, the “Loan Agreement”), pursuant to which the Lenders made a loan to the Borrower in an aggregate principal amount of $12.5 million (the “Loan”), secured by a security interest in substantially all of the Borrower’s assets. In connection with the Loan Agreement, the Borrower issued promissory notes to the Lenders for the aggregate principal amount of the Loan (the “Promissory Notes”) and warrants to purchase $625,000 in the aggregate of the Company’s common stock at the Stock Purchase Price defined therein, the lower of (i) $2.32 and (ii) the effective price of any bona fide equity raise prior to June 30, 2027 (the “Warrants”). Assuming a Stock Purchase Price of $2.32 per share, 269,376 shares of the Company’s common stock may be issued upon exercise of the Warrants. The Company is relying upon the exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933, as amended, for its offer and sale of the Warrants and the underlying shares of the Company’s common stock to the Lenders.
The Loan accrues interest at a variable rate per annum equal to the greater of (i) the sum of 4.50% plus the Prime Rate (as defined in the Supplement) and (ii) 11.50%. Payments are interest only for up to 24 months and then fully amortized thereafter through maturity. As of the closing date, the Borrower has paid a commitment fee of $125,000, which is 1.00% of the Loan.
The Loan matures on May 1, 2030. The Borrower may prepay the Loan in whole or in part, subject to a prepayment penalty of 1.00% to 3.00% of the principal amount prepaid, depending on the timing of the prepayment in accordance with, and subject to, the terms of, the Loan Agreement. The Borrower must also make a final payment equal to 3.50% of the original principal amount of the Loan being prepaid, accelerated or coming due, payable on the prepayment date, the date of acceleration or the maturity date, as applicable.
The Borrower is subject to certain affirmative and negative covenants under the Loan Agreement, including the requirement, commencing with the fiscal quarter ending December 31, 2026 beginning on the closing date, to maintain, as of the end of each fiscal quarter, trailing twelve-month net revenue of at least $150 million. All additional debt is subject to the Lenders’ approval and subordinated in terms of both payments and security interest, except that the Borrower will be permitted to enter into a cohort-based financing that funds sales and marketing expense, with repayment coming from a share of the revenue of an underlying cohort. Other than certain permitted debt, including a cohort-based financing that funds sales and marketing expense, with repayment coming from a share of the revenue of an underlying cohort, the incurrence of additional debt is subject to the Lenders’ approval.
The Borrower’s obligations under the Loan Agreement may be accelerated upon the occurrence of an event of default under the Loan Agreement, which includes failure to make a payment under the Loan Agreement, a false or misleading representation or warranty, the occurrence of a Material Adverse Effect (as defined in the Loan Agreement), the Borrower’s default on any indebtedness or any other monetary liability in excess of $1,000,000, the failure to perform or observe certain covenants, and other customary events of default.
The closing of the Loan Agreement was conditioned on the payoff and termination of the Company’s credit facility with Citizens Bank, N.A., pursuant to the Credit Agreement, dated as of January 2, 2026, together with all guarantee, security and other loan documents executed in connection therewith (the “Citizens Credit Facility”). The Citizens Credit Facility was terminated on November 9, 2026 upon payment of the accrued but unpaid commitment fee and other fees. There were no amounts outstanding under the Citizens Credit Facility as of its termination.
The foregoing descriptions of the Loan Agreement, Supplement, Promissory Note and Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of these documents, which are filed as exhibits 10.1, 10.2, 10.3 and 10.4, respectively, hereto and are incorporated herein by reference.
Item 2.02. Results of Operations and Financial Condition.
On November 12, 2026, the Company issued a press release announcing its financial results for the three months ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 2.02 (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 above is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information contained in Item 1.01 above regarding the offer and sale of the Warrants is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On November 12, 2026, the Company made available an investor presentation (the “Investor Presentation”) that representatives of the Company intend to use from time to time in meetings and other communications with investors, analysts and other interested parties. A copy of the Investor Presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01 (including Exhibit 99.2 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K and its Exhibits 99.1 and 99.2 contain “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements include statements regarding the Company’s expectations, plans, strategies, objectives, future operating or financial performance, business prospects, market conditions and other matters that are not historical facts. These statements are often identified by words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “plan,” “project,” “should,” “will,” “would,” “could,” “estimate,” “outlook,” “forecast,” “target,” and similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on management’s current expectations, assumptions and estimates and are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such statements, including the risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. Readers should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as required by law, the Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances.
Item 9.01. Financial Statements and Exhibits.
| Exhibit | Description | |
| 10.1* | Loan and Security Agreement among LifeMD, Inc. and its subsidiaries LFMD Pharmacy Holdings, LLC, LFMD Pharmacy Holdings 1, LLC, and LFMD Pharmacy Services, LLC, Avenue Venture Opportunities Fund II, L.P. and Avenue Growth Lending Fund III, L.P., dated November 9, 2026 | |
| 10.2* | Supplement to Loan and Security Agreement among LifeMD, Inc., Avenue Venture Opportunities Fund II, L.P. and Avenue Growth Lending Fund III, L.P., dated November 9, 2026 | |
| 10.3* | Form of Warrant | |
| 10.4 | Form of Promissory Note (see Exhibit 10.2 – Exhibit A) | |
| 99.1 | Press Release dated November 12, 2026 | |
| 99.2 | Investor Presentation dated November 12, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Portions of the exhibit have been omitted.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LIFEMD, INC. | ||
| Dated: November 12, 2026 | By: | /s/ Eric Yecies |
| Eric Yecies | ||
| General Counsel and Chief Compliance Officer | ||
Exhibit 99.1
LifeMD Reports Third Quarter 2026 Results
| ● | Third quarter 2026 revenue of $44.6 million; adjusted EBITDA loss of approximately $0.4 million, within the Company’s guidance range of negative $1 million to positive $2 million. |
| ● | Adjusted EBITDA improved approximately $3.1 million sequentially from an adjusted EBITDA loss of $3.5 million in the second quarter of 2026, driven primarily by a 34% sequential reduction in selling and marketing expenses and reduction of overall non-clinical expenses. |
| ● | GAAP net loss from continuing operations attributable to common stockholders of $5.2 million, or $0.11 per share, compared with $8.4 million, or $0.18 per share, in the second quarter of 2026. |
| ● | Total active subscribers increased 13% year-over-year to approximately 350,000. |
| ● | LifeMD Pharmacy shipment volume grew 58.3% year-over-year. |
| ● | Exited the quarter with $21.9 million of cash and no debt; subsequent to quarter-end, closed on a $12.5 million senior secured term loan to replace the Company’s previous credit facility. |
| ● | Entered into arrangements with both Novo Nordisk and Eli Lilly, enabling LifeMD’s pharmacy to begin dispensing self-pay branded GLP-1 medications, including Wegovy, Wegovy Pill, Ozempic, Zepbound, and Foundayo, to patients nationwide. |
| ● | Entered into an exclusive relationship with AT&T to provide its 100 million wireless and fiber customers and 110,000 U.S. employees access to LifeMD’s healthcare and pharmacy services. |
| ● | Expecting fourth quarter 2026 revenue of between $46 million and $49 million, and Adjusted EBITDA of between negative $4 million to negative $2 million. |
Conference call begins at 4:30 p.m. Eastern time today
NEW YORK, November 12, 2026 (GLOBE NEWSWIRE) — LifeMD, Inc. (Nasdaq: LFMD), a leading provider of virtual primary care and pharmacy services, today reported financial results for the third quarter ended September 30, 2026.
Management Commentary
“We ended the quarter with approximately 350,000 active subscribers, up 13% from a year ago and nearly flat from the second quarter, despite spending $9.5 million less on marketing,” said Justin Schreiber, Chairman and CEO of LifeMD. “We’re helping more people access high-quality healthcare, and we’re getting more efficient at doing it. From May to September, cost per acquisition fell 32% while monthly media spend declined 45%. Adjusted EBITDA improved approximately $3.1 million sequentially to roughly breakeven, and we expect to sustain or improve these unit economics going forward.
“Revenue of $44.6 million was below our guidance, and we are resetting our outlook for the fourth quarter and full year. We deliberately reduced marketing spend and prioritized longer patient commitments, and our partnerships took longer to ramp than we expected. Those factors weighed on revenue this quarter, but we believe our decisions put us in a stronger position to grow profitably.
“Our pharmacy has begun dispensing branded GLP-1 medications from Eli Lilly and Novo Nordisk. Our exclusive relationship with AT&T gives its 100 million wireless and fiber customers and 110,000 U.S. employees access to our healthcare and pharmacy services. We also made significant progress on our enterprise healthcare offering, which we will begin marketing to businesses across the country in the fourth quarter. Our women’s health program continued to improve, and we added experienced leadership to accelerate its growth. Our focus now is turning this work into revenue growth while maintaining the operating discipline we established this quarter.”
“Gross margin was approximately 82% in the quarter, compared with approximately 89% in the second quarter and 85% a year ago. The decline primarily reflects a change in presentation, not economics: under our new branded fulfillment arrangements, medications fulfilled by our own pharmacy are recognized on a gross revenue basis,” said Atul Kavthekar, Chief Financial Officer of LifeMD. “We reduced selling and marketing expense by $9.5 million sequentially to $18.5 million. General and administrative expense increased slightly from the second quarter to $14.7 million, reflecting clinical capacity added to support our new partnerships, partially offset by efficiencies in non-clinical functions. We ended the quarter with $21.9 million of cash and no debt. Subsequent to quarter end, we closed a $12.5 million non-convertible senior secured term loan with Avenue Capital. It replaces our prior revolving credit facility and gives us significantly greater flexibility to fund the working capital our branded fulfillment arrangements may require.”
Third Quarter 2026 Financial Highlights
All comparisons are with the third quarter of 2025 on a continuing operations basis (excluding WorkSimpli, which was divested on November 4, 2025, and is reported as discontinued operations for all periods presented). Non-GAAP financial measures referenced below are defined and reconciled to the most directly comparable GAAP measures at the end of this press release.
| ● | Total revenue was $44.6 million, compared with $47.7 million in the prior-year period, a decrease of approximately 7%. |
| ● | Gross profit was $36.4 million, compared with $40.7 million in the prior-year period. Gross margin was approximately 82%, compared with approximately 85% in the prior-year period, a decline of approximately 370 basis points, primarily reflecting the gross revenue presentation of branded medications fulfilled by our pharmacy. |
| ● | Selling and marketing expenses decreased 18% year-over-year, and 34% sequentially, to $18.5 million. |
| ● | General and administrative expenses increased 6% year-over-year to $14.7 million, reflecting added clinical capacity. |
| ● | GAAP net loss from continuing operations attributable to common stockholders was $5.2 million, or $0.11 per share, compared with a GAAP net loss from continuing operations attributable to common stockholders of $5.4 million, or $0.12 per share, in the prior-year period. |
| ● | Adjusted EBITDA was a loss of approximately $0.4 million, compared with adjusted EBITDA of approximately $2.8 million in the prior-year period. |
| ● | Cash totaled $21.9 million as of September 30, 2026, and the Company had no debt at quarter end. |
| ● | The number of active subscribers increased 13% year-over-year to approximately 350,000 at quarter end. |
| ($ in 000s) | Three Months Ended September 30, | Y-o-Y | ||||||||||
| Key Performance Metrics | 2026 | 2025 | % Growth | |||||||||
| Revenue | $ | 44,625 | $ | 47,728 | -7 | % | ||||||
| Gross Profit | $ | 36,376 | $ | 40,666 | -11 | % | ||||||
| Gross Margin % | 82 | % | 85 | % | -370b pts | |||||||
| Adjusted EBITDA | $ | (413 | ) | $ | 2,787 | -115 | % | |||||
| Active Subscribers | 349,744 | 310,818 | 13 | % | ||||||||
Financial Guidance
For the fourth quarter of 2026, the Company expects:
| ● | Revenue in the range of $46 million to $49 million. |
| ● | Adjusted EBITDA in the range of negative $4 million to negative $2 million. |
For the full year 2026, the Company expects (revised from previous guidance):
| ● | Revenue in the range of $188 million to $191 million, compared with previous guidance of $205.5 million to $212.5 million. |
| ● | Adjusted EBITDA in the range of negative $12.6 million to negative $10.6 million, compared with previous guidance of negative $6.0 million to breakeven. |
Conference Call
LifeMD’s management will host a conference call today at 4:30 p.m. Eastern time to discuss the Company’s financial results and outlook, and answer questions. Details for the call are as follows:
| Toll-free dial-in number: | (877) 270-2148 |
| International dial-in number: | +1 (412) 902-6510 |
| Conference ID: | LifeMD, Inc. Third Quarter 2026 Results |
A live and archived webcast will be available in the Investors section of the Company’s website at ir.lifemd.com.
About LifeMD, Inc.
LifeMD® is a leading virtual care company making high-quality healthcare more accessible, convenient, and affordable. Through its vertically integrated platform, LifeMD connects patients with a 50-state affiliated medical group, laboratory services, a state-of-the-art in-house pharmacy, and a U.S.-based patient care center. Together, these capabilities support care across more than 200 conditions, including primary care, men’s and women’s health, weight management, and hormone therapy. 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
ir@lifemd.com
Media Contact
press@lifemd.com
Tables to Follow
++++++
LIFEMD, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| September 30, 2026 | December 31, 2025 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | 21,921,769 | $ | 36,786,318 | ||||
| Receivables, net | 13,249,849 | 2,485,882 | ||||||
| Product deposit | 218,690 | 320,217 | ||||||
| Inventory, net | 10,348,601 | 2,773,576 | ||||||
| Other current assets | 3,522,349 | 2,646,077 | ||||||
| Total Current Assets | 49,261,258 | 45,012,070 | ||||||
| Non-current Assets | ||||||||
| Equipment, net | 1,905,154 | 2,444,717 | ||||||
| Right of use assets, net | 4,622,463 | 5,267,857 | ||||||
| Capitalized software, net | 10,329,573 | 10,604,946 | ||||||
| Intangible assets, net | 166,583 | 262,334 | ||||||
| Total Non-current Assets | 17,023,773 | 18,579,854 | ||||||
| Total Assets | $ | 66,285,031 | $ | 63,591,924 | ||||
| LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | 37,736,899 | $ | 14,149,154 | ||||
| Accrued expenses | 12,842,607 | 14,214,393 | ||||||
| Current operating lease liabilities | 691,719 | 642,422 | ||||||
| Deferred revenue | 10,433,507 | 10,573,442 | ||||||
| Total Current Liabilities | 61,704,732 | 39,579,411 | ||||||
| Long-term Liabilities | ||||||||
| Non-current operating lease liabilities | 5,159,954 | 5,681,374 | ||||||
| Total Liabilities | 66,864,686 | 45,260,785 | ||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ (Deficit) Equity | ||||||||
| Series A Preferred Stock, $0.0001 par value; 1,610,000 shares authorized, 1,400,000 shares issued and outstanding as of September 30, 2026 and December 31, 2025 | 140 | 140 | ||||||
| Common Stock, $0.01 par value; 100,000,000 shares authorized, 48,358,877 and 46,760,016 shares issued, 48,255,837 and 46,656,976 outstanding as of September 30, 2026 and December 31, 2025, respectively | 483,589 | 467,600 | ||||||
| Additional paid-in capital | 255,443,609 | 251,455,616 | ||||||
| Accumulated deficit | (256,343,292 | ) | (233,428,516 | ) | ||||
| Treasury stock, 103,040 shares, at cost, as of September 30, 2026 and December 31, 2025 | (163,701 | ) | (163,701 | ) | ||||
| Total LifeMD, Inc. Stockholders’ (Deficit) Equity | (579,655 | ) | 18,331,139 | |||||
| Total Liabilities and Stockholders’ (Deficit) Equity | $ | 66,285,031 | $ | 63,591,924 | ||||
LIFEMD, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three
Months Ended September 30, | Nine
Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Telehealth revenue, net | $ | 44,625,086 | $ | 47,727,942 | $ | 142,048,848 | $ | 146,861,697 | ||||||||
| Cost of telehealth revenue | 8,249,469 | 7,061,651 | 19,605,877 | 21,627,901 | ||||||||||||
| Gross profit | 36,375,617 | 40,666,291 | 122,442,971 | 125,233,796 | ||||||||||||
| Expenses | ||||||||||||||||
| Selling and marketing expenses | 18,500,609 | 22,563,994 | 76,411,416 | 66,988,030 | ||||||||||||
| General and administrative expenses | 14,654,524 | 13,800,377 | 43,468,661 | 42,995,255 | ||||||||||||
| Other operating expenses | 3,453,051 | 2,800,013 | 9,673,184 | 8,072,564 | ||||||||||||
| Customer service expenses | 2,351,426 | 2,784,320 | 8,103,717 | 9,086,549 | ||||||||||||
| Development costs | 1,882,508 | 1,844,269 | 5,470,005 | 5,526,379 | ||||||||||||
| Total expenses | 40,842,118 | 43,792,973 | 143,126,983 | 132,668,777 | ||||||||||||
| Operating loss from continuing operations | (4,466,501 | ) | (3,126,682 | ) | (20,684,012 | ) | (7,434,981 | ) | ||||||||
| Interest (expense) income, net | (3,212 | ) | (260,621 | ) | 98,924 | (1,385,046 | ) | |||||||||
| Loss on debt extinguishment | - | (1,155,851 | ) | - | (1,155,851 | ) | ||||||||||
| Loss from continuing operations before income taxes | (4,469,713 | ) | (4,543,154 | ) | (20,585,088 | ) | (9,975,878 | ) | ||||||||
| Income tax provision | - | (31,823 | ) | - | (31,823 | ) | ||||||||||
| Net loss from continuing operations | (4,469,713 | ) | (4,574,977 | ) | (20,585,088 | ) | (10,007,701 | ) | ||||||||
| Net income from discontinued operations | - | 935,013 | - | 4,821,519 | ||||||||||||
| Net loss | (4,469,713 | ) | (3,639,964 | ) | (20,585,088 | ) | (5,186,182 | ) | ||||||||
| Net income attributable to noncontrolling interests of discontinued operations | - | 249,462 | - | 1,286,382 | ||||||||||||
| Net loss attributable to LifeMD, Inc. | (4,469,713 | ) | (3,889,426 | ) | (20,585,088 | ) | (6,472,564 | ) | ||||||||
| Preferred stock dividends | (776,563 | ) | (776,563 | ) | (2,329,688 | ) | (2,329,688 | ) | ||||||||
| Net loss attributable to LifeMD, Inc. common stockholders | (5,246,276 | ) | $ | (4,665,989 | ) | $ | (22,914,776 | ) | $ | (8,802,252 | ) | |||||
| Basic (loss) earnings per share attributable to LifeMD, Inc. common stockholders | ||||||||||||||||
| Continuing operations | (0.11 | ) | $ | (0.12 | ) | $ | (0.48 | ) | $ | (0.28 | ) | |||||
| Discontinued operations | - | 0.01 | - | 0.08 | ||||||||||||
| Basic loss per share | (0.11 | ) | $ | (0.10 | ) | $ | (0.48 | ) | $ | (0.20 | ) | |||||
| Diluted (loss) earnings per share attributable to LifeMD, Inc. common stockholders | ||||||||||||||||
| Continuing operations | (0.11 | ) | $ | (0.12 | ) | $ | (0.48 | ) | $ | (0.28 | ) | |||||
| Discontinued operations | - | 0.01 | - | 0.08 | ||||||||||||
| Diluted loss per share | (0.11 | ) | $ | (0.10 | ) | $ | (0.48 | ) | $ | (0.20 | ) | |||||
| Weighted average number of common shares outstanding: | ||||||||||||||||
| Basic | 48,182,152 | 46,162,625 | 47,772,180 | 44,575,553 | ||||||||||||
| Diluted | 48,182,152 | 46,162,625 | 47,772,180 | 44,575,553 | ||||||||||||
LIFEMD, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended September 30, | Nine
Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||||||
| Net loss | $ | (4,469,713 | ) | $ | (3,639,964 | ) | $ | (20,585,088 | ) | $ | (5,186,182 | ) | ||||
| Less: Net income from discontinued operations | - | 935,013 | - | 4,821,519 | ||||||||||||
| Net loss from continuing operations | (4,469,713 | ) | (4,574,977 | ) | (20,585,088 | ) | (10,007,701 | ) | ||||||||
| Adjustments to reconcile net loss from continuing operations to net cash (used in) provided by operating activities: | ||||||||||||||||
| Amortization of debt discount | - | 33,481 | - | 234,369 | ||||||||||||
| Amortization of capitalized software | 1,727,834 | 1,597,030 | 5,116,366 | 4,712,732 | ||||||||||||
| Amortization of intangibles | 31,917 | 31,917 | 95,751 | 62,084 | ||||||||||||
| Loss on debt extinguishment | - | 1,155,851 | - | 1,155,851 | ||||||||||||
| Depreciation of fixed assets | 301,049 | 253,031 | 883,294 | 583,915 | ||||||||||||
| Noncash operating lease expense | 217,495 | 217,495 | 645,394 | 743,207 | ||||||||||||
| Stock compensation expense | 1,684,445 | 3,198,036 | 3,923,462 | 7,841,178 | ||||||||||||
| Changes in Assets and Liabilities | ||||||||||||||||
| Receivables | (9,507,862 | ) | (10,338 | ) | (10,763,967 | ) | 2,618,396 | |||||||||
| Product deposit | 25,069 | (119,518 | ) | 101,527 | (329,755 | ) | ||||||||||
| Inventory | (7,392,457 | ) | (181,027 | ) | (7,575,025 | ) | (635,024 | ) | ||||||||
| Other current assets | (1,035,546 | ) | (1,382,528 | ) | (876,272 | ) | (558,239 | ) | ||||||||
| Operating lease liabilities | (165,451 | ) | (23,535 | ) | (472,123 | ) | (171,841 | ) | ||||||||
| Deferred revenue | (357,714 | ) | (2,322,589 | ) | (139,935 | ) | (4,864,738 | ) | ||||||||
| Accounts payable | 19,579,987 | (4,591,851 | ) | 23,587,745 | 3,896,078 | |||||||||||
| Accrued expenses | (1,588,687 | ) | 4,529,660 | (1,371,786 | ) | (1,109,939 | ) | |||||||||
| Net cash (used in) provided by operating activities of continuing operations | (949,634 | ) | (2,189,862 | ) | (7,430,657 | ) | 4,170,573 | |||||||||
| Net cash provided by operating activities of discontinued operations | - | 2,042,726 | - | 7,390,125 | ||||||||||||
| Net cash (used in) provided by operating activities | (949,634 | ) | (147,136 | ) | (7,430,657 | ) | 11,560,698 | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||||||
| Cash paid for capitalized software costs | (1,322,921 | ) | (1,937,544 | ) | (4,840,993 | ) | (5,884,672 | ) | ||||||||
| Purchase of equipment | (170,728 | ) | (785,748 | ) | (343,731 | ) | (1,679,963 | ) | ||||||||
| Net cash used in investing activities of continuing operations | (1,493,649 | ) | (2,723,292 | ) | (5,184,724 | ) | (7,564,635 | ) | ||||||||
| Net cash used in investing activities of discontinued operations | - | (871,188 | ) | - | (2,596,766 | ) | ||||||||||
| Net cash used in investing activities | (1,493,649 | ) | (3,594,480 | ) | (5,184,724 | ) | (10,161,401 | ) | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||||||
| Repayment of debt instruments | - | (16,667,433 | ) | - | (18,719,721 | ) | ||||||||||
| Sale of common stock under ATM, net | - | 8,721,717 | - | 8,721,717 | ||||||||||||
| Preferred stock dividends | (776,563 | ) | (776,563 | ) | (2,329,688 | ) | (2,329,688 | ) | ||||||||
| Cash proceeds from exercise of warrants | - | 464,950 | 464,950 | |||||||||||||
| Cash proceeds from exercise of options | - | 5,950 | 80,520 | 5,950 | ||||||||||||
| Net cash used in financing activities of continuing operations | (776,563 | ) | (8,251,379 | ) | (2,249,168 | ) | (11,856,792 | ) | ||||||||
| Net cash used in financing activities of discontinued operations | - | (449,539 | ) | - | (761,658 | ) | ||||||||||
| Net cash used in financing activities | (776,563 | ) | (8,700,918 | ) | (2,249,168 | ) | (12,618,450 | ) | ||||||||
| Net decrease in cash | (3,219,846 | ) | (12,442,534 | ) | (14,864,549 | ) | (11,219,153 | ) | ||||||||
| Cash at beginning of period | 25,141,615 | 36,228,305 | 36,786,318 | 35,004,924 | ||||||||||||
| Cash at end of period | 21,921,769 | 23,785,771 | 21,921,769 | 23,785,771 | ||||||||||||
| Less: Cash of discontinued operations at end of period | - | 2,838,484 | - | 2,838,484 | ||||||||||||
| Cash of continuing operations at end of period | $ | 21,921,769 | $ | 20,947,287 | $ | 21,921,769 | $ | 20,947,287 | ||||||||
| Cash paid for interest and taxes | ||||||||||||||||
| Cash paid during the period for interest | $ | - | $ | 241,464 | $ | - | $ | 1,461,032 | ||||||||
| Cash paid during the period for taxes | $ | - | $ | 14,617 | $ | 361,230 | $ | 482,471 | ||||||||
| Non-cash investing and financing activities | ||||||||||||||||
| Cashless exercise of options | $ | - | $ | 253 | $ | - | $ | 1,315 | ||||||||
| Cashless exercise of warrants | $ | 3,204 | $ | - | $ | 3,204 | $ | 3,901 | ||||||||
| Stock issued for debt conversion | $ | - | $ | - | $ | - | $ | 1,000,000 | ||||||||
| Stock issued for asset acquisition | $ | - | $ | - | $ | - | $ | 303,000 | ||||||||
About the Use of Non-GAAP Financial Measures
To supplement our financial information presented in accordance with GAAP, we use adjusted EBITDA as a non-GAAP financial measure to clarify and enhance an understanding of past performance. We believe that the presentation of this financial measure enhances an investor’s understanding of our financial performance. We further believe that this financial measure is a useful financial metric to assess our operating performance from period-to-period by excluding certain items that we believe are not representative of our core business. We use certain financial measures for business planning purposes and in measuring our performance relative to that of our competitors.
Adjusted EBITDA is defined as net loss attributable to LifeMD, Inc. common stockholders before interest, taxes, depreciation, amortization, extraordinary litigation costs, severance and restructuring costs, acquisition expenses, insurance acceptance readiness expenses, preferred stock dividends, stock-based compensation expense, net income from discontinued operations and net income attributable to noncontrolling interests of discontinued operations. We have provided below a reconciliation of adjusted EBITDA to net loss attributable to LifeMD, Inc. common stockholders, its most directly comparable GAAP financial measure.
We believe the above financial measure is commonly used by investors to evaluate our performance and that of our competitors. However, our use of the term adjusted EBITDA may vary from that of others in our industry. Adjusted EBITDA should not be considered as an alternative to net loss before taxes, net loss per share, operating loss or any other performance measures derived in accordance with GAAP as measures of performance.
Reconciliation of Net Loss Attributable to LifeMD, Inc. Common Stockholders to Adjusted EBITDA
(in whole numbers, unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net loss attributable to LifeMD, Inc. common stockholders | $ | (5,246,276 | ) | $ | (4,665,989 | ) | $ | (22,914,776 | ) | $ | (8,802,252 | ) | ||||
| Interest (income) expense, net | 3,212 | 227,140 | (98,924 | ) | 1,150,677 | |||||||||||
| Depreciation and amortization expense | 2,060,800 | 1,881,978 | 6,095,411 | 5,358,731 | ||||||||||||
| Amortization of debt discount | - | 33,481 | - | 234,369 | ||||||||||||
| Loss on debt extinguishment | - | 1,155,851 | - | 1,155,851 | ||||||||||||
| Financing transactions expense | - | 97,699 | - | 97,699 | ||||||||||||
| Litigation costs (a) | 64,328 | 959,803 | 1,112,269 | 1,699,462 | ||||||||||||
| Severance and restructuring costs | 243,885 | - | 992,879 | 102,417 | ||||||||||||
| Acquisitions expenses | - | (231,571 | ) | - | 1,783,206 | |||||||||||
| Insurance acceptance readiness | - | 8,190 | - | 183,330 | ||||||||||||
| Taxes | - | 31,823 | - | 31,823 | ||||||||||||
| Preferred stock dividends | 776,563 | 776,563 | 2,329,688 | 2,329,688 | ||||||||||||
| Stock compensation expense | 1,684,445 | 3,198,036 | 3,923,462 | 7,841,178 | ||||||||||||
| Net income from discontinued operations | - | (935,013 | ) | - | (4,821,519 | ) | ||||||||||
| Net income attributable to noncontrolling interests of discontinued operations | - | 249,462 | - | 1,286,382 | ||||||||||||
| Adjusted EBITDA | $ | (413,043 | ) | $ | 2,787,452 | $ | (8,559,991 | ) | $ | 9,631,041 | ||||||
(a) For the three and nine months ended September 30, 2026 and 2025, the Company included costs related to: (1) a class action complaint captioned Johnston v. LifeMD, Inc., et al., against the Company and certain executive officers alleging: (i) violations of Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder by all defendants for making false and misleading statements; and (ii) violations of Section 20(a) of the Securities Exchange Act of 1934, as amended, by the individual officer defendants for violating their duty to disseminate accurate and truthful information, and (2) a heavily negotiated executive separation agreement. For the three and nine months ended September 30, 2025, the Company also included costs related to a class action complaint alleging, inter alia, unauthorized disclosure of certain information of class members to third parties (the Marden v. LifeMD, Inc. case).
Exhibit 99.2
Filing Exhibits & Attachments
36 documentsPress Releases
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