false
0000948320
0000948320
2025-11-04
2025-11-04
0000948320
LFMD:CommonStockParValue0.01PerShareMember
2025-11-04
2025-11-04
0000948320
LFMD:Sec8.875SeriesCumulativePerpetualPreferredStockParValue0.0001PerShareMember
2025-11-04
2025-11-04
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 Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 4, 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
1.01. Entry into a Material Definitive Agreement.
On
November 4, 2025, LifeMD, Inc., a Delaware corporation (“LifeMD”), entered into and simultaneously consummated the
closing of a Stock Purchase Agreement (the “Purchase Agreement”) by and among LifeMD, Inc., as a Seller and Seller Representative
and the other seller parties thereto (collectively, the “Sellers”), WorkSimpli Software LLC, a Puerto Rico limited liability
company (the “Company”), and Lion Buyer, LLC, a Delaware limited liability company (the “Purchaser”), for the
sale by the Sellers of all of their right, title, and interest in WorkSimpli Software LLC, representing 80% of the outstanding units
in the Company, to the Purchaser (the “Transaction”).
The
aggregate purchase price for the units is based on an enterprise value of approximately $65.0 million, with 46.2% ($24.0 million) of
the aggregate purchase price paid at close and 53.8% ($28.0 million) subject to future performance targets, for an aggregate purchase
consideration paid to the Sellers of up to $52.0 million:
| ● | 46.2%
of the aggregate purchase price consists of a cash payment equal to the base purchase price
of $24.0 million, subject to adjustments for net working capital, cash, closing date indebtedness,
and company transaction expenses, as set forth in the Purchase Agreement. Based on its pro
rata portion of the units held by the Sellers, LifeMD received 91.6% of the base purchase
price, or $22.0 million. A portion of the base purchase price was held back as an adjustment
holdback amount to cover any post-closing purchase price adjustments based on the final determination
of these amounts. |
| ● | 50.0%
of the aggregate purchase price consists of a performance amount of up to $26.0 million,
which the Sellers are entitled to receive from the Company, subject to and upon the satisfaction
of certain Company Adjusted EBITDA targets during a performance period commencing January
1, 2026 and ending on and including the third anniversary of such date. Based on its
pro rata portion of the units held by the Sellers, LifeMD would receive up to $23.8 million
of the performance amount. |
| ● | 3.8%
of the aggregate purchase price consists of an activation amount of $2.0 million, which the
Sellers are entitled to receive from the Company, subject to and upon the satisfaction of
a certain subscription target during a measurement period commencing November 4, 2025
and ending on the twelve month anniversary of such date. Based on its pro rata portion of
the units held by the Sellers, LifeMD would receive up to $1.8 million of the activation
amount. |
The
execution and closing of the Transaction occurred simultaneously on November 4, 2025 (the “Closing Date”), by electronic
exchange of documents. At closing, the Purchaser paid the estimated purchase price, with a portion held back as an adjustment holdback
amount. The Purchase Agreement contains customary representations, warranties, covenants, indemnification provisions, and closing deliverables.
The
foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by
reference. All capitalized terms not defined herein have the meanings assigned to them in the Purchase Agreement.
The
Purchase Agreement is not intended to modify or supplement any factual disclosures about LifeMD in its public reports filed with the
SEC and it is not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to LifeMD.
In particular, the representations, warranties and covenants set forth in the Purchase Agreement (i) were made solely for purposes of
the Purchase Agreement and the Transaction and solely for the benefit of the contracting parties (except with respect to the rights of
specific third parties enumerated in the Purchase Agreement), (ii) may be subject to limitations agreed upon by the contracting parties,
including certain disclosure schedules, (iii) are qualified in certain circumstances by a materiality standard which may differ from
what may be viewed as material by investors, (iv) were made only as of the Closing Date, and (v) may have been included in the Purchase
Agreement for the purpose of allocating risk between the parties rather than establishing matters as facts. Investors are not third-party
beneficiaries under the Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof
as characterizations of the actual state of facts or conditions of the parties.
Item
2.01 Completion of Acquisition or Disposition of Assets.
The
information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Purchase Agreement and Transaction is incorporated
herein by reference.
Item
7.01 Regulation FD Disclosure
On
November 4, 2025, the Company issued a press release announcing its entry into the Purchase Agreement. A copy of the Company’s
press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
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
Statements Regarding Forward-Looking Information
Certain
statements contained in this report that are not statements of historical fact constitute forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, certain plans, expectations,
goals, projections and benefits relating to the Transaction, which are subject to numerous assumptions, risks and uncertainties. Words
and phrases such as “anticipates,” “believes,” “estimates,” “expects,” “may,”
“if,” “likely,” ‘‘intends,” “subject to,” “upon,” “up to,”
“will,” “would” and other similar expressions are intended to identify forward-looking statements but are not
the exclusive means of identifying such statements. Please refer to the Company’s Report on Form 10-K for the year ended December
31, 2024, as well as its other filings with the SEC, for a more detailed discussion of risks, uncertainties and factors that could cause
actual results to differ from those discussed in the forward-looking statements.
Forward-looking
statements are not historical facts but instead express only management’s beliefs regarding future results or events, many of which,
by their nature, are inherently uncertain and outside of the management’s control. It is possible that actual results and outcomes
will differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. All forward-looking
statements included in this filing are made as of the date hereof and are based on information available at the time of the filing. Except
as required by law, the Company does not assume any obligation to update any forward-looking statement.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Exhibit |
| 10.1 |
|
Stock Purchase Agreement, dated November 4, 2025, by and among LifeMD, Inc., Lion Buyer, LLC, WorkSimpli Software LLC, and the seller parties thereto |
| 99.1 |
|
Press
Release, dated November 4, 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
4, 2025 |
By: |
/s/
Justin Schreiber |
| |
|
|
Justin
Schreiber |
| |
|
|
Chairman
and Chief Executive Officer |
