false
0000948320
0000948320
2026-03-09
2026-03-09
0000948320
LFMD:CommonStockParValue0.01PerShareMember
2026-03-09
2026-03-09
0000948320
LFMD:Sec8.875SeriesCumulativePerpetualPreferredStockParValue0.0001PerShareMember
2026-03-09
2026-03-09
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): March 9, 2026
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
2.02. Results of Operations and Financial Condition.
On
March 9, 2026, LifeMD, Inc. (the “Company”) issued a press release announcing its financial results for the three months
and year ended December 31, 2025, and its earnings guidance for 2026. A copy of the press release is furnished herewith as Exhibit
99.1.
Item 7.01. Regulation
FD Disclosure.
The Company hereby furnishes
an investor presentation (the “Presentation”), which it expects to use in whole or in part, and possibly with modifications,
in connection with presentations to investors, analysts and others commencing on March 9, 2026. The Presentation is furnished herewith
as Exhibit 99.2 and may also be found on the Company’s website at https://lifemd.com.
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 Current 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 in this Current Report on Form 8-K (including Exhibits 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 includes information that may constitute forward-looking statements. These forward-looking statements are
based on the Company’s current beliefs, assumptions, and expectations regarding future events, which in turn are based on information
currently available to the Company. By their nature, forward-looking statements address matters that are subject to risks and uncertainties.
Forward-looking statements include, without limitation, statements relating to projected industry growth rates, the Company’s current
growth rates and the Company’s present and future cash flow position. A variety of factors could cause actual events and results,
as well as the Company’s expectations, to differ materially from those expressed in or contemplated by the forward-looking statements.
Risk factors affecting the Company are discussed in detail in the Company’s filings with the SEC. The Company undertakes no obligation
to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except
to the extent required by applicable securities laws.
Item
9.01. Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Exhibit |
| 99.1 |
|
Press
Release dated March 9, 2026 |
| 99.2 |
|
Investor Presentation dated March 9, 2026 |
| 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: |
March
9, 2026 |
By: |
/s/
Marc Benathen |
| |
|
|
Marc
Benathen |
| |
|
|
Chief
Financial Officer |
Exhibit
99.1

LifeMD
Reports Fourth Quarter and Full Year 2025 Results
| ● | Full
year 2025 revenue grew 25% to $194.1 million; adjusted EBITDA rose 309% to $15.3 million. |
| | | |
| ● | Fourth
quarter revenue increased 4% to $46.9 million; adjusted EBITDA rose 348% to $4.8 million. |
| | | |
| ● | Successfully
launched oral Wegovy subsequent to year end, with over 80% of new weight management patients
initiating branded therapy and Q1 sign-ups at record levels. |
| | | |
| ● | Exited
2025 with $36.8 million of cash and no debt, positioning LifeMD for accelerated investments
in growth. |
| | | |
| ● | Benefits
infrastructure on track to cover approximately 220 million Americans in second quarter; women’s
health offering seeing strong early patient growth. |
Conference
call begins at 4:30 p.m. Eastern time today
NEW
YORK, March 9, 2026 — LifeMD, Inc. (Nasdaq: LFMD), a leading provider of virtual primary care services, today reported
financial results for the fourth quarter and year ended December 31, 2025.
Management
Commentary
“LifeMD
delivered strong fourth quarter results across all business lines and is entering its next phase of growth,” said Justin Schreiber,
Chairman and CEO of LifeMD. “Our strategy of building a trusted and sustainable platform for virtual healthcare delivery is gaining
momentum. Our weight management business is seeing record patient sign-ups in the first quarter at attractive acquisition costs. More
than 100 million Americans are clinically eligible for GLP-1 therapy, yet only a fraction are currently being treated—a generational
opportunity. Subsequent to year end, we launched oral Wegovy to help patients overcome real barriers around cost, access, and ongoing
clinical support. With multiple catalysts ahead—including Medicare coverage for GLP-1 medications, expanded collaborations with
GLP-1 manufacturers, and an infrastructure that supports both self-pay and insurance—LifeMD is uniquely positioned for long-term
leadership in this transformative market.
“Beyond weight management, our highly differentiated specialty offerings continue to scale. Rex MD, our men’s health brand,
delivered strong, profitable growth and recently launched oral Wegovy. Our women’s health business, focused on menopause, hormonal,
and bone health, is seeing encouraging early patient growth and represents a deeply underserved population we are uniquely equipped to
help. Underpinning all of this is a virtual care infrastructure that we believe sets LifeMD apart and positions the Company for success
in the years to come: a 50-state medical benefits infrastructure expected to cover 220 million Americans by end of the second quarter,
a highly specialized affiliated provider group, and a national affiliated pharmacy operation. This foundation, combined with unique and
growing collaborations with some of the largest healthcare and pharmaceutical brands in the world, uniquely positions LifeMD to capture
significant growth in 2026 and the years ahead,” concluded Mr. Schreiber.
“In
our first quarter as a pure-play telehealth business, LifeMD delivered solid results with 4% revenue growth and a 348% increase in adjusted
EBITDA. Our balance sheet has never been stronger—we exited the year with nearly $37 million in cash and no debt. This financial
strength is a key asset as we invest aggressively in the expansion of our rapidly growing and diversifying platform. Our 2026 guidance
reflects these investments, with annualized run-rate revenue expected to exceed $250 million and annualized adjusted EBITDA expected
to exceed $25 million by the fourth quarter of 2026,” said Marc Benathen, LifeMD’s Chief Financial Officer.
Fourth
Quarter Financial Highlights
All
comparisons are with the fourth quarter of 2024. Non-GAAP financial measures referenced below are defined and reconciled to GAAP financial
measures at the end of this press release.
| ● | Total
revenue increased 4% to $46.9 million. |
| | | |
| ● | The
number of active telehealth subscribers increased 16% to approximately 323,000 at quarter
end. |
| | | |
| ● | Gross
margin expanded to 87%, up from 81% in the prior-year period, reflecting favorable revenue
mix. |
| | | |
| ● | GAAP
net loss from continuing operations attributable to LifeMD, Inc. common stockholders was
$1.9 million or $0.04 per share compared to a net loss from continuing operations attributable
to LifeMD, Inc. common stockholders of $6.8 million or ($0.16) per share in the prior-year
period. |
| | | |
| ● | Including
income from discontinued operations related to the sale of WorkSimpli, net income totaled
$19.2 million, or $0.41 per share. |
| | | |
| ● | Adjusted
EBITDA was $4.8 million compared to $1.1 million in the prior-year period. |
| | | |
| ● | Cash
totaled $36.8 million as of December 31, 2025 and the Company had no debt as of year-end
2025. |
Fourth
Quarter Key Performance Metrics
| ($ in 000s) | |
Three Months Ended Dec. 31, | | |
Y-o-Y | | |
Twelve Months Ended Dec. 31, | | |
Y-o-Y | |
| Key Performance Metrics | |
2025 | | |
2024 | | |
% Growth | | |
2025 | | |
2024 | | |
% Growth | |
| Revenue | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Revenue | |
$ | 46,868 | | |
$ | 45,137 | | |
| 4 | % | |
$ | 194,055 | | |
$ | 154,824 | | |
| 25 | % |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Adjusted EBITDA | |
$ | 4,759 | | |
$ | 1,062 | | |
| 348 | % | |
$ | 15,254 | | |
$ | 3,726 | | |
| 309 | % |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Active Subscribers | |
| 322,872 | | |
| 277,739 | | |
| 16 | % | |
| 322,872 | | |
| 277,739 | | |
| 16 | % |
Financial
Guidance
For
the first quarter of 2026, the Company expects:
| ● | Revenue
in the range of $48 million to $49 million. |
| | | |
| ● | Adjusted
EBITDA loss of $4 million to $5 million, reflecting strategic front-loaded patient acquisition
investment spend as the number of GLP-1 patient sign-ups doubled versus Q4 2025. |
| | | |
| ● | Adjusted
EBITDA expected to return to profitability in Q2 as customer acquisition costs decline sequentially
and the substantial rise in patient volumes becomes accretive for the balance of 2026. |
For
the full year 2026, the Company expects:
| ● | Revenue
in the range of $220 million to $230 million, representing 13% to 19% year-over-year growth.
Annualized run-rate revenue expected to exceed $250 million by Q4 2026, driven by GLP-1 and
women’s health momentum. |
| | | |
| ● | Adjusted
EBITDA in the range of $12 million to $17 million. Annualized run-rate adjusted EBITDA expected
to exceed $25 million by Q4 2026, with substantial second-half accretion as weight management
and women’s health investments mature. |
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: | | 800-343-5172 |
| International dial-in number: | | 203-518-9856 |
| Conference ID: | | LIFEMD |
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 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, weight management, and
hormone therapy. The Company leverages a vertically integrated, proprietary digital care platform, a 50-state affiliated medical
group, a state-of-the-art affiliated 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
Tables
to Follow
++++++
LIFEMD, INC.
CONSOLIDATED BALANCE SHEETS
| | |
December 31, 2025 | | |
December 31, 2024 | |
| ASSETS | |
| | | |
| | |
| | |
| | | |
| | |
| Current Assets | |
| | | |
| | |
| Cash | |
$ | 36,786,318 | | |
$ | 32,651,801 | |
| Accounts receivable | |
| 9,305,277 | | |
| 10,455,813 | |
| Product deposit | |
| 320,217 | | |
| 40,763 | |
| Inventory, net | |
| 2,773,576 | | |
| 2,797,358 | |
| Other current assets | |
| 2,646,077 | | |
| 3,003,539 | |
| Current assets of discontinued operations | |
| - | | |
| 3,420,086 | |
| Total Current Assets | |
| 51,831,465 | | |
| 52,369,360 | |
| | |
| | | |
| | |
| Non-current Assets | |
| | | |
| | |
| Equipment, net | |
| 2,444,717 | | |
| 1,439,573 | |
| Right of use assets, net | |
| 5,267,857 | | |
| 6,228,559 | |
| Capitalized software, net | |
| 10,604,946 | | |
| 9,305,919 | |
| Intangible assets, net | |
| 262,334 | | |
| 53,336 | |
| Non-current assets of discontinued operations | |
| - | | |
| 6,699,550 | |
| Total Non-current Assets | |
| 18,579,854 | | |
| 23,726,937 | |
| | |
| | | |
| | |
| Total Assets | |
$ | 70,411,319 | | |
$ | 76,096,297 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |
| | | |
| | |
| | |
| | | |
| | |
| Current Liabilities | |
| | | |
| | |
| Accounts payable | |
$ | 14,149,154 | | |
$ | 10,904,671 | |
| Accrued expenses | |
| 15,974,016 | | |
| 21,756,619 | |
| Current operating lease liabilities | |
| 642,422 | | |
| 320,082 | |
| Current portion of convertible long-term debt | |
| - | | |
| 8,444,444 | |
| Deferred revenue | |
| 10,807,773 | | |
| 17,097,854 | |
| Current liabilities of discontinued operations | |
| - | | |
| 8,876,498 | |
| Total Current Liabilities | |
| 41,573,365 | | |
| 67,400,168 | |
| | |
| | | |
| | |
| Long-term Liabilities | |
| | | |
| | |
| Convertible long-term debt, net | |
| - | | |
| 9,885,057 | |
| Non-current operating lease liabilities | |
| 5,681,374 | | |
| 6,279,004 | |
| Non-current liabilities of discontinued operations | |
| - | | |
| 86,188 | |
| Total Liabilities | |
| 47,254,739 | | |
| 83,650,417 | |
| | |
| | | |
| | |
| Commitments and Contingencies | |
| | | |
| | |
| Stockholders’ Equity (Deficit) | |
| | | |
| | |
| Series A Preferred Stock, $0.0001 par value; 1,610,000 shares authorized, 1,400,000 shares issued and outstanding as of December 31, 2025 and 2024 | |
| 140 | | |
| 140 | |
| Common Stock, $0.01 par value; 100,000,000 shares authorized, 46,760,016 and 42,293,907 shares issued, 46,656,976 and 42,190,867 outstanding as of December 31, 2025 and 2024, respectively | |
| 467,600 | | |
| 422,939 | |
| Additional paid-in capital | |
| 251,455,616 | | |
| 230,508,339 | |
| Accumulated deficit | |
| (228,603,075 | ) | |
| (239,850,931 | ) |
| Treasury stock, 103,040 shares, at cost, as of December 31, 2025 and 2024 | |
| (163,701 | ) | |
| (163,701 | ) |
| Total LifeMD, Inc. Stockholders’ Equity (Deficit) | |
| 23,156,580 | | |
| (9,083,214 | ) |
| Non-controlling interest of discontinued operations | |
| - | | |
| 1,529,094 | |
| Total Stockholders’ Equity (Deficit) | |
| 23,156,580 | | |
| (7,554,120 | ) |
| Total Liabilities and Stockholders’ Equity (Deficit) | |
$ | 70,411,319 | | |
$ | 76,096,297 | |
LIFEMD, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
| | |
Fourth Quarter Ended December 31, | | |
Year Ended December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| Telehealth revenue, net | |
$ | 46,868,484 | | |
$ | 45,137,021 | | |
$ | 194,055,198 | | |
$ | 154,824,075 | |
| Cost of telehealth revenue | |
| 6,025,408 | | |
| 8,391,484 | | |
| 27,714,808 | | |
| 21,440,799 | |
| Gross profit | |
| 40,843,076 | | |
| 36,745,537 | | |
| 166,340,390 | | |
| 133,383,276 | |
| | |
| | | |
| | | |
| | | |
| | |
| Expenses | |
| | | |
| | | |
| | | |
| | |
| Selling and marketing expenses | |
| 19,086,443 | | |
| 17,819,834 | | |
| 86,074,473 | | |
| 70,102,961 | |
| General and administrative expenses | |
| 15,541,255 | | |
| 16,603,620 | | |
| 57,937,023 | | |
| 57,947,932 | |
| Customer service expenses | |
| 2,493,087 | | |
| 2,831,985 | | |
| 11,579,636 | | |
| 10,217,654 | |
| Other operating expenses | |
| 3,000,591 | | |
| 2,663,872 | | |
| 11,073,155 | | |
| 8,659,712 | |
| Development costs | |
| 1,819,418 | | |
| 1,670,906 | | |
| 7,345,797 | | |
| 6,857,005 | |
| Total expenses | |
| 41,940,794 | | |
| 41,590,217 | | |
| 174,010,084 | | |
| 153,785,264 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating loss from continuing operations | |
| (1,097,718 | ) | |
| (4,844,680 | ) | |
| (7,669,694 | ) | |
| (20,401,988 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other expenses | |
| | | |
| | | |
| | | |
| | |
| Interest expense, net | |
| 24,079 | | |
| (610,954 | ) | |
| (1,360,967 | ) | |
| (2,175,405 | ) |
| Loss on debt extinguishment | |
| - | | |
| - | | |
| (1,155,851 | ) | |
| - | |
| Loss from continuing operations before income taxes | |
| (1,073,639 | ) | |
| (5,455,634 | ) | |
| (10,186,512 | ) | |
| (22,577,393 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Income tax provision | |
| (13,898 | ) | |
| (598,000 | ) | |
| (45,721 | ) | |
| (598,000 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss from continuing operations | |
| (1,087,537 | ) | |
| (6,053,634 | ) | |
| (10,232,233 | ) | |
| (23,175,393 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net income from discontinued operations | |
| 21,030,505 | | |
| 1,426,807 | | |
| 25,852,024 | | |
| 2,315,252 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net income (loss) | |
| 19,942,968 | | |
| (4,626,827 | ) | |
| 15,619,791 | | |
| (20,860,141 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net (loss) income attributable to noncontrolling interests of discontinued operations | |
| (20,697 | ) | |
| 311,838 | | |
| 1,265,685 | | |
| 548,875 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net income (loss) attributable to LifeMD, Inc. | |
| 19,963,665 | | |
| (4,938,665 | ) | |
| 14,354,106 | | |
| (21,409,016 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Preferred stock dividends | |
| (776,562 | ) | |
| (776,562 | ) | |
| (3,106,250 | ) | |
| (3,106,250 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net income (loss) attributable to LifeMD, Inc. common stockholders | |
$ | 19,187,103 | | |
$ | (5,715,227 | ) | |
$ | 11,247,856 | | |
$ | (24,515,266 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Basic earnings (loss) per share attributable to LifeMD, Inc. common stockholders | |
| | | |
| | | |
| | | |
| | |
| Continuing operations | |
$ | (0.04 | ) | |
$ | (0.16 | ) | |
$ | (0.30 | ) | |
$ | (0.64 | ) |
| Discontinued operations | |
| 0.45 | | |
| 0.03 | | |
| 0.54 | | |
| 0.04 | |
| Basic earnings (loss) per share | |
$ | 0.41 | | |
$ | (0.14 | ) | |
$ | 0.25 | | |
$ | (0.60 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Diluted earnings (loss) per share attributable to LifeMD, Inc. common stockholders | |
| | | |
| | | |
| | | |
| | |
| Continuing operations | |
$ | (0.04 | ) | |
$ | (0.16 | ) | |
$ | (0.30 | ) | |
$ | (0.64 | ) |
| Discontinued operations | |
| 0.45 | | |
| 0.03 | | |
| 0.54 | | |
| 0.04 | |
| Diluted earnings (loss) per share | |
$ | 0.41 | | |
$ | (0.14 | ) | |
$ | 0.25 | | |
$ | (0.60 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average number of common shares outstanding: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 46,773,743 | | |
| 42,205,767 | | |
| 45,129,617 | | |
| 41,196,292 | |
| Diluted | |
| 46,773,743 | | |
| 42,205,767 | | |
| 45,129,617 | | |
| 41,196,292 | |
LIFEMD,
INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | |
Fourth
Quarter Ended December 31, | | |
Year
Ended December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| | |
| | |
| | |
| | |
| |
| CASH FLOWS
FROM OPERATING ACTIVITIES | |
| | | |
| | | |
| | | |
| | |
| Net income (loss) | |
$ | 19,942,968 | | |
$ | (4,626,827 | ) | |
$ | 15,619,791 | | |
$ | (20,860,141 | ) |
| Less: Net income from discontinued
operations | |
| 21,030,505 | | |
| 1,426,807 | | |
| 25,852,024 | | |
| 2,315,252 | |
| Net loss from continuing operations | |
| (1,087,537 | ) | |
| (6,053,634 | ) | |
| (10,232,233 | ) | |
| (23,175,393 | ) |
| Adjustments to reconcile net
loss from continuing operations to net cash (used in) provided by operating activities: | |
| | | |
| | | |
| | | |
| | |
| Amortization
of debt discount | |
| - | | |
| 100,444 | | |
| 234,369 | | |
| 401,775 | |
| Amortization
of capitalized software | |
| 1,636,200 | | |
| 1,481,039 | | |
| 6,348,932 | | |
| 5,696,865 | |
| Amortization of intangibles | |
| 31,918 | | |
| 6,666 | | |
| 94,002 | | |
| 26,667 | |
| Accretion
of consideration payable | |
| - | | |
| - | | |
| - | | |
| 13,644 | |
| Depreciation
of fixed assets | |
| 281,609 | | |
| 159,380 | | |
| 865,524 | | |
| 465,830 | |
| Write-down of inventory | |
| - | | |
| 675,669 | | |
| - | | |
| 675,669 | |
| Loss on
debt extinguishment | |
| - | | |
| - | | |
| 1,155,851 | | |
| - | |
| Noncash
operating lease expense | |
| 217,495 | | |
| 220,622 | | |
| 960,702 | | |
| 672,983 | |
| Stock
compensation expense | |
| 2,655,143 | | |
| 3,104,956 | | |
| 10,496,321 | | |
| 12,234,797 | |
| | |
| | | |
| | | |
| | | |
| | |
| Changes in Assets and Liabilities | |
| | | |
| | | |
| | | |
| | |
| Accounts
receivable | |
| (363,895 | ) | |
| 661,327 | | |
| 1,150,536 | | |
| (4,487,546 | ) |
| Product
deposit | |
| 50,301 | | |
| 95,992 | | |
| (279,454 | ) | |
| 445,087 | |
| Inventory | |
| 658,806 | | |
| (827,584 | ) | |
| 23,782 | | |
| (713,095 | ) |
| Other
current assets | |
| 915,702 | | |
| (121,682 | ) | |
| 357,463 | | |
| (2,270,374 | ) |
| Operating
lease liabilities | |
| (103,449 | ) | |
| (13,780 | ) | |
| (275,290 | ) | |
| (381,189 | ) |
| Deferred
revenue | |
| (1,340,226 | ) | |
| (933,283 | ) | |
| (6,290,081 | ) | |
| 9,826,219 | |
| Accounts
payable | |
| (651,595 | ) | |
| 1,043,605 | | |
| 3,244,483 | | |
| 4,176,113 | |
| Accrued
expenses | |
| (4,998,738 | ) | |
| 662,521 | | |
| (5,782,603 | ) | |
| 10,755,261 | |
| Net cash
(used in) provided by operating activities of continuing operations | |
| (2,098,266 | ) | |
| 262,258 | | |
| 2,072,304 | | |
| 14,363,313 | |
| Net cash
(used in) provided by operating activities of discontinued operations | |
| (1,182,257 | ) | |
| 811,043 | | |
| 6,207,871 | | |
| 3,149,877 | |
| Net cash
(used in) provided by operating activities | |
| (3,280,523 | ) | |
| 1,073,301 | | |
| 8,280,175 | | |
| 17,513,190 | |
| | |
| | | |
| | | |
| | | |
| | |
| CASH FLOWS
FROM INVESTING ACTIVITIES | |
| | | |
| | | |
| | | |
| | |
| Cash paid for capitalized
software costs | |
| (1,763,287 | ) | |
| (1,601,100 | ) | |
| (7,647,959 | ) | |
| (6,738,742 | ) |
| Purchase of equipment | |
| (190,704 | ) | |
| (212,287 | ) | |
| (1,870,668 | ) | |
| (1,463,357 | ) |
| Net cash
used in investing activities of continuing operations | |
| (1,953,991 | ) | |
| (1,813,387 | ) | |
| (9,518,627 | ) | |
| (8,202,099 | ) |
| Net cash
provided by (used in) investing activities of discontinued operations | |
| 19,023,623 | | |
| (907,340 | ) | |
| 16,426,858 | | |
| (3,334,219 | ) |
| Net cash
provided by (used in) investing activities | |
| 17,069,632 | | |
| (2,720,727 | ) | |
| 6,908,231 | | |
| (11,536,318 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| CASH FLOWS
FROM FINANCING ACTIVITIES | |
| | | |
| | | |
| | | |
| | |
| Repayment of debt instruments | |
| - | | |
| - | | |
| (18,719,721 | ) | |
| - | |
| Sale of common stock under
ATM, net | |
| - | | |
| - | | |
| 8,721,717 | | |
| - | |
| Repayment of notes payable,
net of prepayment penalty | |
| - | | |
| - | | |
| - | | |
| (327,597 | ) |
| Cash proceeds from exercise
of warrants | |
| - | | |
| - | | |
| 464,950 | | |
| - | |
| Cash proceeds from exercise
of options | |
| - | | |
| 12,499 | | |
| 5,950 | | |
| 120,312 | |
| Preferred stock dividends | |
| (776,562 | ) | |
| (776,562 | ) | |
| (3,106,250 | ) | |
| (3,106,250 | ) |
| Net cash
used in financing activities of continuing operations | |
| (776,562 | ) | |
| (764,063 | ) | |
| (12,633,354 | ) | |
| (3,313,535 | ) |
| Net
cash used in financing activities of discontinued operations | |
| (12,000 | ) | |
| (170,840 | ) | |
| (773,658 | ) | |
| (805,138 | ) |
| Net
cash used in financing activities | |
| (788,562 | ) | |
| (934,903 | ) | |
| (13,407,012 | ) | |
| (4,118,673 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net increase (decrease) in
cash | |
| 13,000,547 | | |
| (2,582,329 | ) | |
| 1,781,394 | | |
| 1,858,199 | |
| Cash at beginning of period | |
| 23,785,771 | | |
| 37,587,253 | | |
| 35,004,924 | | |
| 33,146,725 | |
| Cash at end of year | |
| 36,786,318 | | |
| 35,004,924 | | |
| 36,786,318 | | |
| 35,004,924 | |
| Less: Cash of discontinued
operations at end of year | |
| - | | |
| 2,353,123 | | |
| - | | |
| 2,353,123 | |
| Cash of continuing operations
at end of year | |
$ | 36,786,318 | | |
$ | 32,651,801 | | |
$ | 36,786,318 | | |
$ | 32,651,801 | |
| | |
| | | |
| | | |
| | | |
| | |
| Cash
paid for interest and taxes | |
| | | |
| | | |
| | | |
| | |
| Cash paid during the period
for interest | |
$ | - | | |
$ | 614,993 | | |
$ | 1,461,032 | | |
$ | 2,528,042 | |
| Cash paid during the period
for taxes | |
$ | 184,791 | | |
$ | 16,035 | | |
$ | 667,262 | | |
$ | 214,211 | |
| | |
| | | |
| | | |
| | | |
| | |
| Non-cash
investing and financing activities: | |
| | | |
| | | |
| | | |
| | |
| Cashless exercise of options | |
$ | - | | |
$ | - | | |
$ | 1,315 | | |
$ | 5,127 | |
| Cashless exercise of warrants | |
$ | - | | |
$ | - | | |
$ | 3,901 | | |
$ | 16,305 | |
| Stock issued for debt conversion | |
$ | - | | |
$ | - | | |
$ | 1,000,000 | | |
$ | - | |
| Stock issued for asset acquisition | |
$ | - | | |
$ | - | | |
$ | 303,000 | | |
$ | - | |
| Stock issued for noncontingent
consideration payments | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 642,000 | |
| Operating lease liabilities
arising from obtaining right of use assets | |
$ | - | | |
$ | (102,618 | ) | |
$ | - | | |
$ | 6,372,148 | |
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 these financial measures are useful financial metrics 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 income (loss) attributable to LifeMD, Inc. common stockholders before interest, taxes, depreciation, amortization,
accretion, financing transaction expense, non-controlling interests of discontinued operations, extraordinary litigation costs, loss
on debt extinguishment, dividends, insurance acceptance and Sarbanes-Oxley readiness expenses, acquisition costs, severance expenses,
stock-based compensation expense and net income from 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 measures are commonly used by investors to evaluate our performance and that of our competitors. However,
our use of the terms 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 Income (Loss) Attributable to LifeMD, Inc. Common Stockholders to Adjusted EBITDA
(in
whole numbers, unaudited)
| | |
Fourth
Quarter Ended December 31, | | |
Year
Ended December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| Net income (loss)
attributable to LifeMD, Inc. common stockholders | |
$ | 19,187,103 | | |
$ | (5,715,227 | ) | |
$ | 11,247,856 | | |
$ | (24,515,266 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Interest (income) expense
(excluding amortization of debt discount) | |
| (24,079 | ) | |
| 510,510 | | |
| 1,126,598 | | |
| 1,773,630 | |
| Depreciation, amortization
and accretion expense | |
| 1,949,727 | | |
| 1,647,085 | | |
| 7,308,458 | | |
| 6,203,006 | |
| Amortization of debt discount | |
| - | | |
| 100,444 | | |
| 234,369 | | |
| 401,775 | |
| Loss on debt extinguishment | |
| - | | |
| - | | |
| 1,155,851 | | |
| - | |
| Financing transactions expense | |
| 36,716 | | |
| 13,125 | | |
| 134,415 | | |
| 336,497 | |
| Litigation costs (a) | |
| 573,894 | | |
| 376,030 | | |
| 2,273,355 | | |
| 1,698,531 | |
| Severance costs | |
| 266,863 | | |
| - | | |
| 369,280 | | |
| 1,142,068 | |
| Acquisitions expenses | |
| 211,836 | | |
| 537,662 | | |
| 1,995,042 | | |
| 537,662 | |
| Insurance acceptance readiness | |
| - | | |
| 92,661 | | |
| 183,330 | | |
| 1,454,298 | |
| Sarbanes Oxley readiness | |
| - | | |
| 134,891 | | |
| - | | |
| 521,361 | |
| Taxes | |
| 176,925 | | |
| 598,000 | | |
| 208,748 | | |
| 598,000 | |
| Preferred stock dividends | |
| 776,562 | | |
| 776,562 | | |
| 3,106,250 | | |
| 3,106,250 | |
| Stock compensation expense | |
| 2,655,143 | | |
| 3,104,956 | | |
| 10,496,321 | | |
| 12,234,797 | |
| Net income from discontinued
operations | |
| (21,030,505 | ) | |
| (1,426,807 | ) | |
| (25,852,024 | ) | |
| (2,315,252 | ) |
| Net (loss) income attributable
to noncontrolling interests of discontinued operations | |
| (20,697 | ) | |
| 311,838 | | |
| 1,265,685 | | |
| 548,875 | |
| | |
| | | |
| | | |
| | | |
| | |
| Adjusted
EBITDA | |
$ | 4,759,487 | | |
$ | 1,061,729 | | |
$ | 15,253,533 | | |
$ | 3,726,231 | |
(a)
For the fourth quarter and year ended December 31, 2025 and 2024, 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, (2) a class action complaint alleging, inter alia, unauthorized
disclosure of certain information of class members to third parties (the Marden v. LifeMD, Inc. case), both disclosed in the Company’s
Form 10-K for the year ended December 31, 2025, filed on March 9, 2026, and (3) a heavily negotiated executive separation agreement.
#
# #