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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 |
