false
0000948320
0000948320
2026-03-16
2026-03-16
0000948320
LFMD:CommonStockParValue0.01PerShareMember
2026-03-16
2026-03-16
0000948320
LFMD:Sec8.875SeriesCumulativePerpetualPreferredStockParValue0.0001PerShareMember
2026-03-16
2026-03-16
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 16, 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
5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
CFO
Resignation
On
March 16, 2026, LifeMD, Inc (“LifeMD” or the “Company”) announced that its Chief Financial Officer Marc Benathen
will be departing LifeMD to pursue a new opportunity. Mr. Benathen will remain employed with LifeMD through March 31, 2026, to
facilitate a smooth transition in the CFO role. In connection with this transition, the Company and Mr. Benathen entered into a Resignation
& Transition Services Agreement, pursuant to which Mr. Benathen has agreed to provide transition advisory services to the Company
for six to twelve months after his employment ends, and he will receive a service fee of $38,117 a month. Mr. Benathen
will forfeit restricted stock units (“RSUs”) that remain unvested as of March 31, 2026, and subject to the Company’s
Incentive Compensation Recovery Policy, will retain all RSUs vested prior to that date. The Company will reimburse Mr. Benathen for personal
costs of COBRA benefits for a period ending no later than April 1, 2027. Mr. Benathen did not resign as a result of any disagreement
with the Company on any matter relating to the Company’s operations, policies, or practices. The Company thanks Mr. Benathen for
his service as Chief Financial Officer and his many other contributions to the Company.
CFO
Appointment
On
March 16, 2026, the Company publicly announced the appointment of Atul Kavthekar as its new Chief Financial Officer, effective on that
date.
Mr.
Kavthekar, age 57, brings nearly three decades of executive leadership and financial expertise spanning provider-side healthcare, retail
and specialty pharmacy, and e-commerce. He has served as a transformational CFO at a number of public and privately-held healthcare and
digital companies. Known for leading successful organic and inorganic growth strategies, he has particular experience in mergers and
acquisitions, capital markets and strategic planning.
Mr.
Kavthekar served as the Interim Chief Financial Officer for Smile America Partners from May 2025 to March 2026. In this role, he was
responsible for the financial oversight and operational leadership for the dental support organization with 500+ clinicians and operations
across 20 states. Mr. Kavthekar prepared the business for, and led it through, an M&A exit by the private equity sponsors. Before
that, Mr. Kavthekar served as the Special Advisor to the Chief Financial Officer at P3 Health Partners, from 2022 to November 2024, and
also as the Special Advisor to the Chief Executive Officer from September to November 2024, conducting financial oversight of a ~500
employee NASDAQ traded value-based care/population health company focused on managing full risk for 125k+ Medicare Advantage members
across five states in the Southwest U.S. From 2021 to 2022, Mr. Kavthekar served as Chief Financial Officer of Eyecare Partners, an ophthalmology
and optometry practice with over 1,000 providers.
Mr.
Kavthekar holds a Bachelor of Science in Engineering Science from University of Michigan, a Master of Science in Industrial Engineering
from Wayne State University, and a Master of Business Administration in Finance and Accounting from the University of Chicago.
There
are no family relationships between Mr. Kavthekar and any director, executive officer or person nominated or chosen by the Company to
become a director or executive officer of the Company. There are no related party transactions between the Company and Mr. Kavthekar
reportable under Item 404(a) of Regulation S-K.
In
connection with Mr. Kavthekar’s appointment as Chief Financial Officer of the Company, the Company and Mr. Kavthekar entered into
an Employment Agreement, pursuant to which Mr. Kavthekar receives a base salary of $500,000, and he is eligible to receive an annual
discretionary performance bonus, targeted at 50% of his base salary, with these amounts subject to future adjustment. As a material inducement
to his employment, the Company will grant Mr. Kavthekar 675,000 restricted stock units (“RSUs”), of which 337,500 RSUs will
vest based on his continued service, with 112,500 RSUs vesting on each of the first, second and third anniversaries of his appointment,
and 337,500 RSUs will vest based on the Company’s achievement of performance targets.
In
the event of a termination of employment, vesting of the RSUs will cease, except that if the termination is without “Cause”
or Mr. Kavthekar resigns for “Good Reason,” as such terms are defined in the Restricted Stock Unit Award Agreement or the
Third Amended and Restated 2020 Equity and Incentive Plan, any then unvested, time-based RSUs scheduled to vest in less than one year
from the date of such termination shall vest in a pro rata manner. Unvested, time-based RSUs will vest immediately prior to the closing
of a “Change of Control,” as defined in the Restricted Stock Unit Award Agreement. The award may be forfeited in the event
of Mr. Kavthekar’s breach of certain covenants contained in the Restricted Stock Unit Award Agreement.
Item
5.02 of this Current Report on Form 8-K contains only a brief description of the material terms of and does not purport to be a complete
description of the rights and obligations of the parties to the foregoing agreements, and such description is qualified in its entirety
by reference to the full text of the agreements, which are filed as exhibits and incorporated by reference into this Current Report on
Form 8-K.
On
March 16, 2026, the Company issued a press release announcing the resignation of Marc Benathen and appointment of Atul Kavthekar as the
Chief Financial Officer of the Company, the promotion of Jessica Friedeman to Chief Business Officer and the promotion of Chris Pisano
to Chief Marketing Officer. A copy of the press release is filed as Exhibit 99.1 and is incorporated by reference into this Current Report
on Form 8-K.
| Item
9.01. |
Financial
Statements and Exhibits. |
| Exhibit |
|
Description |
| |
|
|
| 10.1 |
|
Resignation & Transition Services Agreement, dated March 16, 2026, between LifeMD, Inc. and Marc Benathen. |
| 10.2 |
|
Employment Agreement, dated March 16, 2026 between LifeMD, Inc. and Atul Kavthekar |
| 99.1 |
|
Press Release, dated March 16, 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 18, 2026 |
By: |
/s/
Eric Yecies |
| |
|
Eric
Yecies |
| |
|
Chief
Legal Officer and General Counsel |
Exhibit 99.1

LifeMD
Appoints Veteran Healthcare Finance Executive as Chief Financial Officer and Expands Leadership Team
NEW
YORK, March 16, 2026 — LifeMD, Inc. (Nasdaq: LFMD), a leading provider of virtual primary care services, today announced
the appointment of Atul Kavthekar as Chief Financial Officer, effective today. The Company also announced leadership changes to support
its next phase of growth. Marc Benathen, the Company’s current CFO, is departing to pursue a new opportunity and will remain with
LifeMD through March 31, 2026, to facilitate a smooth transition.
“We
are thrilled to welcome Atul to LifeMD,” said Justin Schreiber, Chairman and CEO of LifeMD. “He is a versatile financial
leader who has spent nearly three decades helping healthcare and technology companies scale, and he brings a rare combination of public
company rigor, operational depth, and strategic vision. Atul also shares our conviction that AI will fundamentally reshape how healthcare
is delivered, and he will work closely with our technology team to ensure LifeMD remains at the forefront of that transformation. I also
want to thank Marc Benathen for his meaningful contributions to LifeMD. Marc helped build the foundation that positions us well for the
road ahead, and we wish him all the best.”
Mr.
Kavthekar is a seasoned financial executive with nearly three decades of leadership experience spanning provider-side healthcare, retail
and specialty pharmacy, e-commerce, and technology. He has served as a transformational CFO for both public and privately held growth-stage
companies, with a long track record of building scalable financial infrastructure, strengthening operational performance, and driving
shareholder value creation. Known for leading successful organic and acquisition growth strategies, he brings deep expertise in capital
markets, mergers and acquisitions, and strategic planning.
A
technology and AI enthusiast with an engineering background, Mr. Kavthekar will work alongside LifeMD’s technology team to advance
the Company’s vision of becoming an AI-first healthcare company — leveraging artificial intelligence to improve patient access
to care, enhance clinical outcomes, and reduce operational overhead. At LifeMD, he will focus on building the financial and operational
infrastructure to support the Company’s continued growth and long-term value creation. Mr. Kavthekar holds an MBA in Finance and
Accounting from the University of Chicago Booth School of Business, an MSE in Industrial Engineering from Wayne State University, and
a BSE in Engineering Science from the University of Michigan.
“I
have spent my career partnering with management teams, boards, and investors to build the financial infrastructure that enables high-growth
companies to scale efficiently and create lasting value,” said Mr. Kavthekar. “LifeMD is at an inflection point, with a vertically
integrated platform, expanding insurance capabilities, and a commitment to AI-driven innovation that can meaningfully improve patient
outcomes while driving operating leverage. I look forward to helping build the financial and technological foundation for LifeMD’s
next chapter.”
In
addition, LifeMD appointed Chris Pisano as Chief Marketing Officer to lead the Company’s marketing organization. Mr. Pisano is
a seasoned marketing executive with more than 25 years of experience building brands, leading high-performance marketing teams, and delivering
measurable business results across healthcare, financial services, technology, e-commerce, and professional services. He brings deep
expertise in brand strategy, demand generation, digital marketing, marketing automation, and go-to-market execution. Earlier in his career,
Pisano founded a marketing and technology venture that he led for more than two decades, developing and executing enterprise marketing
strategies that delivered scalable results and long-term business impact. As CMO, Mr. Pisano will oversee all marketing functions, including
brand strategy, marketing communications, digital marketing, and market positioning, while driving cross-selling initiatives and engagement
strategies that deepen the patient relationship, increase lifetime value, and strengthen LifeMD’s competitive position. Mr. Pisano
holds a BS in Computer Science from the University of Illinois at Chicago.
LifeMD
also announced that Jessica Friedeman will assume the newly created role of Chief Business Officer. Ms. Friedeman joined LifeMD in January
2023 as Chief Marketing Officer and has played a pivotal role in the Company’s growth trajectory. Bringing two decades of healthcare
marketing expertise, she has helped drive the growth of LifeMD, including the rapid scaling of its weight management program, and provided
go-to-market leadership in the launch of multiple new care verticals. In her new role, Jessica will spearhead the launch of LifeMD’s
enterprise and employer health offerings, while continuing to serve as General Manager of LifeMD’s comprehensive women’s
health division.
“These
leadership changes reflect the strength and depth of our management team as we enter the next phase of LifeMD’s growth,”
added Mr. Schreiber. “Chris brings more than 25 years of marketing leadership and will be instrumental in scaling our brand, elevating
our market position, and driving the full marketing organization forward. Jessica’s expanded responsibilities will unlock new opportunities
for enterprise growth and employer health offerings. Combined with Atul’s financial leadership, we have assembled the executive
team to take LifeMD to the next level.”
Employment
Inducement Grant
In
accordance with Nasdaq rules, the Company hereby discloses that as a material inducement to Mr. Kavthekar’s employment, the Company
will grant Mr. Kavthekar 675,000 restricted stock units, of which 337,500 units will vest based on his continued service, with 112,500
units vesting on each of the first, second and third anniversaries of his appointment, and 337,500 units will vest based on the Company’s
achievement of performance targets.
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
Atul
Kavthekar, Chief Financial Officer
investors@lifemd.com
Media
Contact
Jessica
Friedeman, Chief Business Officer
press@lifemd.com
#
# #