LifeMD delays Q3 report over 2024–June 2026 corrections

LifeMD says the corrections will not affect cash flow or cash position, while potential effects on financial-reporting controls are still being evaluated.

Available on EDGAR 11/09/2026 - 08:16 AM EST Accepted by SEC EDGAR 11/09/2026 - 08:16 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

LifeMD, Inc. (LFMD) said it cannot file its Form 10-Q for the quarter ended September 30, 2026, by its original due date of November 9, 2026, without unreasonable effort or expense because it needs additional time to complete its financial statements. The company is finalizing adjustments to correct overrecognition of revenue and underrecognition of cost of revenue and general and administrative expenses.

The adjustments relate to historical quarterly and annual financial statement periods between 2024 and June 30, 2026. LifeMD said they will not affect cash flow or cash position. The company is evaluating potential effects on disclosure controls and procedures and internal control over financial reporting; the adjustments may be significant.

0 points · 0 major

NegativeiHow this balance works

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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.

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1 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

• None.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.Potentially significant accounting corrections span historical periods from 2024 through June 30, 2026.

Key Figures

Quarterly reporting period ended: September 30, 2026 Original Form 10-Q due date: November 9, 2026 Historical periods covered by adjustments: 2024 through June 30, 2026

3 metrics

Quarterly reporting period ended September 30, 2026 Form 10-Q period

Original Form 10-Q due date November 9, 2026 Due date stated by the company

Historical periods covered by adjustments 2024 through June 30, 2026 Quarterly and annual periods

Key Terms

over recognition of revenue, cost of revenue, disclosure controls and procedures, internal control over financial reporting

4 terms

over recognition of revenue financial

"correct the over recognition of revenue"

cost of revenue financial

"under recognition of cost of revenue"

Cost of revenue is the direct expense a company incurs to produce and deliver the goods or services it sells, such as materials, factory labor, shipping, and fees tied directly to sales. Think of it as the out-of-pocket cost to make and send a product to a customer; investors watch it because lower or stable costs relative to sales mean higher profit margins and better efficiency, while rising costs can squeeze earnings even if revenue grows.

disclosure controls and procedures regulatory

"impact of these matters on its disclosure controls and procedures"

Policies, routines and internal checks a public company uses to identify, collect and verify information that must appear in its financial reports and public filings, and to make sure that material news is disclosed accurately and on time. Investors care because effective controls increase confidence that the company’s reported numbers and disclosures are reliable and reduce the risk of surprises, much like a building’s inspection and alarm system helps occupants trust the structure’s safety.

internal control over financial reporting regulatory

"impact of these matters on internal control over financial reporting"

Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why is LFMD's September 2026 quarterly report delayed?

LifeMD said it needs additional time to complete its financial statements and finalize corrections to revenue, cost of revenue, and general and administrative expenses. It said it could not file the report by its original due date of November 9, 2026 without unreasonable effort or expense.

What periods do LFMD's accounting adjustments cover?

The adjustments relate to historical quarterly and annual financial statement periods between 2024 and June 30, 2026. They address overrecognition of revenue and underrecognition of cost of revenue and general and administrative expenses.

Will LFMD's accounting adjustments affect cash flow?

LifeMD said the required adjustments will not impact cash flow or cash position. The company is evaluating potential effects on disclosure controls and procedures and internal control over financial reporting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

For Period Ended: September 30, 2026

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

PART I-REGISTRANT INFORMATION

LifeMD, Inc.

Full name of Registrant

Conversion Labs, Inc.

Former name if Applicable

236 Fifth Avenue, Suite 400

Address of Principal Executive Office (Street and number)

New York, NY 10001

City, State and Zip Code

PART II-RULE 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, FORM N-CEN or Form N-CSR, or portion thereof will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail why Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

LifeMD, Inc. (the “Company”) has determined that it is unable to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 (the “Form 10-Q”) by November 9, 2026, the original due date for such filing, without unreasonable effort or expense because it requires additional time to complete its financial statements. The Company requires additional time to finalize adjustments necessary to correct the over recognition of revenue and under recognition of cost of revenue and general and administrative expenses that the Company identified. The adjustments related to the Company’s historical financial statements for quarterly and annual periods between 2024 and June 30, 2026. The required adjustments to correct these errors will not impact the Company’s cash flow or cash position. The Company is also evaluating the potential impact of these matters on its disclosure controls and procedures and internal control over financial reporting.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification.

	Atul Kavthekar		(224)		247-2828
	(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). ⌧ Yes ☐ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes ☒ No If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

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 2026 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, 2026, and such adjustments may be significant. 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 this 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.

LifeMD, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 9, 2026	By:	/s/ Atul Kavthekar
		Atul Kavthekar
		Chief Financial Officer