STOCKHOLDERS’ EQUITY | NOTE 7 – STOCKHOLDERS’ EQUITY The Company has authorized the issuance of up to 100,000,000 0.01 5,000,000 0.0001 5,000 1,610,000 3,385,000 On June 8, 2021, the Company filed the 2021 Shelf. Under the 2021 Shelf at the time of effectiveness, the Company had the ability to raise up to $ 150 60 59.5 32 Options and Warrants During the nine months ended September 30, 2022, the Company issued an aggregate of 29,691 During the nine months ended September 30, 2022, the Company issued an aggregate of 90,400 90,400 During the nine months ended September 30, 2022, the Company issued an aggregate of 22,000 38,500 Membership Interest Purchase Agreement On July 31, 2019, the Company entered into a certain membership interest purchase agreement (the “MIPA”) by and between the Company; Conversion Labs PR (now “LifeMD PR”), a majority owned subsidiary; Taggart International Trust, an entity controlled by the Company’s Chief Executive Officer, Mr. Justin Schreiber; and American Nutra Tech LLC, a company controlled by its Chief Innovation and Marketing Officer, Mr. Stefan Galluppi (Mr. Schreiber, Taggart International Trust, Mr. Galluppi, and American Nutra Tech LLC each a “Related Party” and collectively, the “Related Parties”). Pursuant to the MIPA, the Company purchased 21.83333 100 As consideration for the Company’s purchase of the Remaining Interests from the Related Parties, Mr. Schreiber and Mr. Galluppi agreed to cancel all potential issuances of restricted stock and or options related to their employment with the Company, in exchange for the immediate issuance of 500,000 shares of the Company’s restricted common stock to each of Mr. Schreiber and Mr. Galluppi (the “Initial Issuances”) (equal to 1,000,000 shares in the aggregate). Mr. Schreiber and Mr. Galluppi were also entitled to additional issuances pursuant to certain milestones as follows: (i) 500,000 shares of the Company’s Common Stock to each of Mr. Schreiber and Mr. Galluppi ( 1,000,000 shares in the aggregate) on the business day following a consecutive ninety (90) day period, during which the Company’s Common Stock shall have traded at an average price per share equal to or higher than $ 2.50 (the “First Milestone”), and (ii) an additional 500,000 shares of the Company’s Common Stock to each of Mr. Schreiber and Mr. Galluppi ( 1,000,000 shares in the aggregate) following a consecutive ninety (90) day period during which the Common Stock shall have traded at an average price per share equal to or higher than $ 3.75 (the “Second Milestone” and, together with the First Milestones, the “Milestones”). Having achieved the Milestones, the Company, on December 9, 2020, issued an aggregate of 1,000,000 shares of the Company’s Common Stock to each of Mr. Schreiber and Mr. Galluppi (the “Milestone Shares”) ( 2,000,000 shares in the aggregate). The Company recorded an aggregate expense of $ 18,060,000 2,000,000 1,200,000 Common Stock Common Stock Transactions During the Nine Months Ended September 30, 2022 During the nine months ended September 30, 2022, the Company issued an aggregate of 211,250 Noncontrolling Interest For the three months ended September 30, 2022, net income attributed to the non-controlling interest amounted to $ 83,737 62,706 36,000 154,464 531,182 108,000 WorkSimpli Software Restructuring Transaction Effective January 22, 2021 (the “WSS Effective Date”), the Company consummated a transaction to restructure the ownership of WorkSimpli (the “WSS Restructuring”) and concurrently increased its ownership interest in WorkSimpli to 85.6%. To effect the WSS Restructuring the Company’s wholly-owned subsidiary Conversion Labs PR (now “LifeMD PR”), entered into a series of membership interest exchange agreements, pursuant to which, Conversion Labs PR exchanged that certain promissory note, dated May 8, 2019 with an outstanding balance of $ 375,823 37,531 Concurrently, in furtherance of the WSS Restructuring, Conversion Labs PR entered into two Membership Interest Purchase Agreements (the “Founding Members MIPAs”) with two founding members of WSS (the “Founding Members”) whereby Conversion Labs PR purchased from the Founding Members an aggregate of 2,183 225,000 In furtherance of the WSS Restructuring, Conversion Labs PR entered into a Membership Interest Purchase Agreement with WSS, (the “CVLB PR MIPA”), pursuant to which Conversion Labs PR purchased 12,000 membership interests of WSS for an aggregate purchase price of $ 300,000 The CVLB PR MIPA provides that the transaction may be completed in three (3) tranches, with a purchase price of $ 100,000 100,000 Following the consummation of the WSS Restructuring, Conversion Labs PR increased its ownership of WSS from 51 85.58 Concurrently with the WSS Restructuring, Conversion Labs PR entered into option agreements with Sean Fitzpatrick (the “Fitzpatrick Option Agreement”) and Varun Pathak (the “Pathak Option Agreement” and together with Fitzpatrick Option Agreement the “Option Agreements”), pursuant to which Conversion Labs PR granted options to purchase membership interest units of WSS. Upon vesting, the Fitzpatrick Options and the Pathak Options provide for the potential re-purchase of up to an additional 13.25 72.98 The Fitzpatrick Option Agreement grants Sean Fitzpatrick the option to purchase 10,300 1.00 2,500,000 4,000,000 8,000,000 The Pathak Option Agreement grants Varun Pathak the option to purchase 2,100 membership interest units of WSS for an exercise price of $ 1.00 2,500,000 4,000,000 8,000,000 On September 30, 2022, Sean Fitzpatrick and Varun Pathak exercised their options to purchase 10,300 2,100 1.00 85.58 73.64 Stock Options 2020 Equity Incentive Plan (the “2020 Plan”) On January 8, 2021, the Company approved the Company’s 2020 Plan. Approval of the 2020 Plan was included as Proposal 1 in the Company’s definitive proxy statement for its Special Meeting of Stockholders filed with the Securities and Exchange Commission on December 7, 2020. The 2020 Plan is administered by the Compensation Committee of the Board of Directors (the “Board”) and initially provided for the issuance of up to 1,500,000 150,000 On June 24, 2021, at the Annual Meeting of Stockholders, the stockholders of the Company approved an amendment to the 2020 Plan to increase the maximum number of shares of the Company’s common stock available for issuance under the 2020 Plan by 1,500,000 3,300,000 On June 16, 2022, at the Annual Meeting of Stockholders, the stockholders of the Company approved an amendment to the 2020 Plan to increase the maximum number of shares of the Company’s common stock available for issuance under the 2020 Plan by 1,500,000 4,800,000 1,265,885 The forms of award agreements to be used in connection with awards made under the 2020 Plan to the Company’s executive officers and non-employee directors are: ● Form of Non-Qualified Option Agreement (Non-Employee Director Awards) ● Form of Non-Qualified Option Agreement (Employee Awards); and ● Form of Restricted Stock Award Agreement. Previously, the Company had granted service-based stock options and performance-based stock options separate from the 2020 Plan. During the nine months ended September 30, 2022, the Company issued an aggregate of 332,000 4 5 The following is a summary of outstanding options activity under our 2020 Plan for the nine months ended September 30, 2022: SCHEDULE OF OPTION ACTIVITY Options Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance, December 31, 2021 2,063,500 $ 4.57 21.02 8.04 $ 9.41 Granted 132,000 2.52 13.74 3.98 7.20 Cancelled/Forfeited/Expired (162,135 ) 5.08 13.74 8.40 8.99 Balance at September 30, 2022 2,033,365 $ 2.52 21.02 7.06 $ 9.30 Exercisable at December 31, 2021 636,229 $ 4.57 21.02 8.95 $ 9.18 Exercisable at September 30, 2022 1,154,107 $ 2.52 21.02 7.97 $ 9.41 The total fair value of the options granted was $ 833,030 0 4 135.65 691.48 0.90 3.60 1,402,130 1,638,354 7,916,419 4,886,737 3,834,429 The following is a summary of outstanding service-based options activity (prior to the establishment of our 2020 Plan above) for the nine months ended September 30, 2022: SCHEDULE OF OPTION ACTIVITY Options Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance, December 31, 2021 1,658,733 $ 1.00 19.61 5.85 $ 5.45 Granted 50,000 4.12 4.26 4.12 Exercised (149,400 ) 1.00 2.00 0.19 1.23 Cancelled/Forfeited/Expired (120,000 ) 1.00 4.12 4.26 4.12 Balance at September 30, 2022 1,439,333 $ 1.00 19.61 5.88 $ 6.11 Exercisable December 31, 2021 1,019,164 $ 1.00 19.61 5.21 $ 3.60 Exercisable at September 30, 2022 1,087,719 $ 1.00 19.61 5.84 $ 5.04 The total fair value of the options granted was $ 205,995 0 4 420.16 1.37 493,097 635,220 3,102,607 1,590,878 1,571,712 59,000 29,691 90,400 The following is a summary of outstanding performance-based options activity for the nine months ended September 30, 2022: SCHEDULE OF OPTION ACTIVITY Options Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance at December 31, 2021 535,000 $ 1.25 2.50 5.59 $ 1.60 Granted 150,000 4.12 3.26 4.12 Cancelled/Forfeited/Expired (150,000 ) 4.12 3.26 4.12 Balance at September 30, 2022 535,000 $ 1.25 2.50 4.84 $ 1.60 Exercisable December 31, 2021 100,000 $ 1.75 2.50 1.96 $ 2.01 Exercisable at September 30, 2022 100,000 $ 1.75 2.50 1.22 $ 2.01 The total fair value of the options granted was $ 617,980 0 3.5 444 1.37 105,797 0 105,797 317,391 173,397 Restricted Stock Units (RSUs) (under the 2020 Plan) The following is a summary of outstanding RSU activity under our 2020 Plan for the nine months ended September 30, 2022: SCHEDULE OF WARRANT AND RESTRICTED STOCK OUTSTANDING AND EXERCISABLE RSUs Outstanding Balance at December 31, 2021 375,375 Granted 1,047,500 Vested (172,125 ) Balance at September 30, 2022 1,250,750 The total fair value of the 1,047,500 3,071,940 702,598 232,268 4,862,048 2,273,756 589,431 172,125 111,250 RSUs (outside of 2020 Plan) The following is a summary of outstanding RSU activity outside of the 2020 Plan for the nine months ended September 30, 2022: SCHEDULE OF WARRANT AND RESTRICTED STOCK OUTSTANDING AND EXERCISABLE RSUs Outstanding Balance at December 31, 2021 600,000 Granted 60,000 Vested (80,000 ) Balance at September 30, 2022 580,000 The total fair value of the 60,000 215,400 225,279 0 5,072,421 1,163,978 0 80,000 50,000 Warrants The following is a summary of outstanding and exercisable warrants activity during the nine months ended September 30, 2022: SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE Warrants Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance at December 31, 2021 3,888,438 $ 1.40 12.00 5.85 $ 5.59 Exercised (22,000 ) 1.75 - 1.75 Cancelled/Forfeited/Expired (6,800 ) 2.00 - 2.00 Balance at September 30, 2022 3,859,638 $ 1.40 12.00 5.15 $ 5.61 Exercisable December 31, 2021 2,621,307 $ 1.40 12.00 6.36 $ 5.98 Exercisable September 30, 2022 3,760,906 $ 1.40 12.00 5.17 $ 5.66 Total compensation expense on the above warrants for services was $ 407,312 604,974 29,968 1,617,260 1,814,922 Stock-based Compensation The total stock-based compensation expense related to common stock issued for services, service-based stock options, performance-based stock options, warrants and RSUs amounted to $ 3,336,213 3,110,816 11,850,000 7,983,891 21,089,260 |