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, 2025
☐
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 was unable to file its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2025 (the “Form 10-Q”) by November 10, 2025, 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 errors related to the over-recognition of revenue. The Company has identified approximately
$4.6 million in cumulative over recognition of revenue, with offsetting amounts in the related balance sheet accounts, in its filings
for quarterly and annual periods between 2022 and June 30, 2025. The required adjustments to correct the errors will not impact the Company’s
cash flow or cash position. The Company is also evaluating the potential impact of these matters on internal control over financial reporting.
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 current and former independent registered public accounting firms have not audited, reviewed, compiled, or applied agreed-upon procedures with
respect to the preliminary estimates set forth 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 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.
PART IV -
OTHER INFORMATION
| (1) |
Name
and telephone number of person to contact in regard to this notification. |
| |
Marc
Benathen |
|
(917) |
|
902-3689 |
| |
(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. |
| |
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 12, 2025 |
By: |
/s/
Marc Benathen |
| |
|
Marc Benathen |
| |
|
Chief Financial Officer |
