LifeMD switches auditors, cites control weaknesses

LifeMD, Inc. reported another change in its independent auditor and highlighted ongoing internal control weaknesses.

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

LifeMD, Inc. reported another change in its independent auditor and highlighted ongoing internal control weaknesses. On August 15, 2025, with Audit Committee approval, the company dismissed CBIZ CPAs P.C., which had only been appointed in April 2025 and never issued an audit report.

On August 18, 2025, LifeMD appointed PricewaterhouseCoopers LLP (PwC) as its independent registered public accounting firm for the year ending December 31, 2025. The company states it has not previously consulted PwC on accounting or auditing matters. LifeMD also disclosed material weaknesses in internal control over financial reporting related to IT general controls, review of key third-party SOC reports, and business process controls over information produced by the company and evidence of formal review procedures.

Positive

None.

Negative

Material weaknesses in internal control over financial reporting remain, including IT general controls over access and change management, review of key third‑party SOC reports, and business process controls over information produced by the company and evidence of formal review procedures.
Rapid auditor turnover within a short period, with Marcum LLP dismissed in April 2025, CBIZ CPAs dismissed in August 2025 without issuing an audit report, and PwC newly appointed for the 2025 fiscal year, may signal elevated reporting and execution risk.

Insights

Auditor turnover and control weaknesses increase reporting risk for LifeMD.

LifeMD dismissed CBIZ CPAs on August 15, 2025, just months after appointing it in April 2025, and then appointed PwC on August 18, 2025. CBIZ CPAs did not issue any audit report on the company’s financial statements.

The company reports material weaknesses in internal controls, including IT general controls over user access and change management, review of third‑party SOC reports, and business process controls related to information produced internally. These weaknesses can affect the reliability and timeliness of financial reporting until remediated.

The filing also notes there were no disagreements with CBIZ CPAs on accounting principles, disclosure, or audit scope, and no additional reportable events beyond the stated weaknesses. Future company reports for the year ending December 31, 2025 will reflect PwC’s first audit under these circumstances.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

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

What change in auditor did LifeMD (LFMDP) disclose in this 8-K?

LifeMD disclosed that, on 15 August 2025, it dismissed CBIZ CPAs P.C. as its independent registered public accounting firm with Audit Committee approval. CBIZ CPAs had been appointed in April 2025 and did not issue an audit report on LifeMD’s financial statements before its dismissal.

Who is LifeMD’s new independent auditor and for which period are they engaged?

LifeMD appointed PricewaterhouseCoopers LLP (PwC) as its independent registered public accounting firm on 18 August 2025. PwC is engaged to audit LifeMD’s financial statements for the year ending 31 December 2025, following the dismissal of CBIZ CPAs P.C. as auditor earlier in August.

Did LifeMD report any disagreements with CBIZ CPAs over accounting or auditing matters?

LifeMD stated there were no disagreements with CBIZ CPAs under Item 304(a)(1)(iv) of Regulation S‑K. This covers accounting principles, financial statement disclosure, and audit scope or procedures that, if unresolved, would have been referenced in an audit report, had one been issued.

What internal control weaknesses did LifeMD (LFMDP) disclose?

LifeMD disclosed material weaknesses in internal control over financial reporting involving IT general controls, especially user access and change management, review of key third‑party SOC reports, and business process controls related to information produced by the company and formal review and approval procedures for that information.

Did LifeMD consult PwC on accounting matters before the engagement?

LifeMD reported that during 2023, 2024, and the interim period before PwC’s engagement, neither it nor anyone on its behalf consulted PwC on applying accounting principles to specific transactions or on the type of audit opinion, nor on any disagreement or reportable event under Regulation S‑K.

What document did LifeMD file from CBIZ CPAs with this 8-K?

LifeMD requested and filed a letter from CBIZ CPAs P.C. addressed to the Securities and Exchange Commission, dated 21 August 2025. This letter, filed as Exhibit 16.1, states whether CBIZ CPAs agrees with LifeMD’s disclosures regarding its dismissal and related matters.

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

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Accepted by SEC EDGAR 08/21/2025 - 04:30 PM

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): August 15, 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 4.01. Changes in Registrant’s Certifying Accountant.

Dismissal of Independent Registered Public Accounting Firm

On August 15, 2025, LifeMD, Inc. (the “Company”), with the approval of the Audit Committee of the Company’s Board of Directors, dismissed CBIZ CPAs P.C. (“CBIZ CPAs”) as the Company’s independent registered public accounting firm.

As previously disclosed in a Current Report on Form 8-K filed on April 25, 2025, on April 24, 2025 Marcum LLP was dismissed, and CBIZ CPAs was appointed, as the Company’s independent registered public accounting firm. CBIZ CPAs did not issue an audit report on the Company’s financial statements.

From the period April 24, 2025 through the date of CBIZ CPAs’ dismissal, there were no disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (“Regulation S-K”), and the related instructions thereto, with CBIZ CPAs on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of CBIZ CPAs, would have caused CBIZ CPAs to make reference to the subject matter of the disagreements in connection with a report, if CBIZ CPAs had issued such a report.

From the period April 24, 2025 through the date of CBIZ CPAs’ dismissal, there were no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K except for the following material weaknesses in our internal control over financial reporting related to: (i) our information technology general controls (“ITGCs”), particularly in the areas of user access and change management within our information systems and review of key third-party service provider Systems and Organizational Controls (“SOC”) reports and (ii) business process controls related to Information Produced by the Entity (“IPE”) and system generated IPE and insufficient evidence of formal review and approval procedures of key information utilized in the performance of the control.

The Company has provided CBIZ CPAs with a copy of the foregoing disclosures and has requested that CBIZ CPAs furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter, which is dated August 21 2025, is filed as Exhibit 16.1 to this Form 8-K.

Appointment of Independent Registered Public Accounting Firm

On August 18, 2025, the Company, with the approval of the Audit Committee of the Company’s Board of Directors, appointed PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the year ending December 31, 2025.

During the fiscal years ended December 31, 2024 and 2023 and the subsequent interim period prior to PwC’s engagement, neither the Company nor anyone on its behalf has consulted with PwC with respect to either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that PwC concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01. Exhibits.

(d) Exhibits

Exhibit No.		Exhibit
16.1		Letter from CBIZ CPAs P.C., to the Securities and Exchange Commission, dated August 21, 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:	August 21, 2025	By:	/s/ Maria Stan
			Maria Stan
			Chief Accounting Officer

Source: View Original Filing on SEC EDGAR

LifeMD switches auditors, cites control weaknesses