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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 5, 2025
LIFEMD,
INC.
(Exact
name of Registrant as specified in its charter)
| Delaware |
|
001-39785 |
|
76-0238453 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
236
Fifth Avenue, Suite 400
New
York, NY 10001
(Address
of principal executive offices, including zip code)
(866)
351-5907
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any
of the following provisions:
| ☐ |
Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.01 per share |
|
LFMD |
|
The
Nasdaq Global Market |
| 8.875%
Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share |
|
LFMDP |
|
The
Nasdaq Global Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
7.01 Regulation FD Disclosure.
On
November 5, 2025, LifeMD, Inc. (the “Company”) issued a press release announcing that it has rescheduled its third quarter
2025 earnings release and conference call to Monday, November 17, 2025. The Company expects to file a Form 12b-25 as needed, notifying
the U.S. Securities and Exchange Commission of a late filing of its Form 10-Q for the period ended September 30, 2025.
The
change to LifeMD’s third quarter 2025 earnings release date relates to corrections the Company identified following data system
migrations related to the recognition of revenue with offsetting related balance sheet accounts for the twelve months ended December
31, 2024 and the six months ended June 30, 2025. The cumulative impact of these changes will be approximately $4.6 million, or approximately
1.4% of cumulative revenue reported during that period. Based on the Company’s assessment, these required adjustments will not
materially impact how reported revenue results compared to guidance for the reporting periods during this timeframe. Required adjustments
will not impact the Company’s cash flow or cash position.
LifeMD
expects to issue its third quarter 2025 earnings press release on or around 4:05 p.m. Eastern time on Monday, November 17, 2025, followed
by the conference call at 4:30 p.m. Eastern time
A
copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
By
filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality
of any information in this report that is required to be disclosed solely by reason of Regulation FD. The information contained in the
Presentation is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission
(“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time.
The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do
so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents
with the SEC, through press releases or through other public disclosure.
The
information provided under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is “furnished” and
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 Company 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
filing 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. These forward-looking statements include statements regarding the impact of recently discovered errors that originated in prior
periods and were identified by the Company in the preparation of its third quarter 2025 financial statements that the Company is evaluating,
including the potential impact of these matters on internal control over financial reporting. Forward-looking statements contained in
this filing 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. The preliminary determinations above are subject to adjustment as the Company prepares its financial statements and disclosures
for the three and nine months ended September 30, 2025, and such adjustments may be significant. The Company’s auditors have not
audited, reviewed, compiled, or applied agreed-upon procedures with respect to the preliminary determinations described above. Factors
that could materially affect these forward looking statements include, but are not limited to: the completion of the review of the accounting
matters identified, including the potential impact on internal control over financial reporting, as well as those factors set forth in
our Form 10-K (and other forms) filed with the Securities and Exchange Commission.
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 filing 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.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated November 5, 2025 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
|
LIFEMD,
INC. |
| |
|
|
| Dated: |
November
5, 2025 |
By: |
/s/
Marc Benathen |
| |
|
|
Marc
Benathen |
| |
|
|
Chief
Financial Officer |
