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): June 14, 2024
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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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 Capital Market |
| Series A Cumulative Perpetual Preferred Stock, $0.0001 per share | | LFMDP | | The Nasdaq Capital 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 14, 2024, stockholders of LifeMD, Inc. (the “Company”) approved the Third Amended and Restated 2020 Equity and Annual Incentive Plan (the “Plan”), which among other changes, increased the maximum number of shares of common stock available for issuance under the Plan by 3,000,000 shares.
The material terms of the Plan are disclosed in the Company’s definitive proxy statement, as amended, for its annual meeting of stockholders filed with the Securities and Exchange Commission on May 24, 2024, and are incorporated herein by reference. This description is subject to the complete text of the Plan, which is in Annex A of the definitive proxy statement, as amended, and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
On June 14, 2024, the Company held an annual meeting of stockholders (the “Annual Meeting”). A majority in interest of all stock issued, outstanding and entitled to vote at the Annual Meeting were present in person or by proxy, thereby constituting a quorum.
The matters voted upon and approved by the Company’s stockholders were:
| | (1) | The election of nine directors to serve until the next annual meeting of stockholders and until their respective successors shall have been duly elected and qualified (“Proposal 1”). |
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| | (2) | The approval of the Company’s Third Amended and Restated 2020 Equity and Incentive Plan to increase the maximum number of shares of the Company’s common stock available for issuance under the Plan by 3,000,000 shares (“Proposal 2”). |
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| | (3) | The approval, in a non-binding advisory vote, of the compensation provided to the named executive officers as described in the accompanying Proxy Statement (“Proposal 3”). |
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| | (4) | The ratification of the selection of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (“Proposal 4”). |
The following is a summary of the voting results for each matter presented to the stockholders:
Proposal 1:
| Director’s Name | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Justin Schreiber | | 22,186,275 | | 378,325 | | 7,267,268 |
| Naveen Bhatia | | 21,669,486 | | 895,114 | | 7,267,268 |
| Joseph DiTrolio | | 20,248,467 | | 2,316,133 | | 7,267,268 |
| Roberto Simon | | 15,381,405 | | 7,183,195 | | 7,267,268 |
| John Strawn, Jr. | | 15,137,284 | | 7,427,316 | | 7,267,268 |
| Robert Jindal | | 21,671,265 | | 893,335 | | 7,267,268 |
| Joan LaRovere | | 22,059,459 | | 505,141 | | 7,267,268 |
| William Febbo | | 20,203,089 | | 2,361,511 | | 7,267,268 |
| Calum MacRae | | 22,166,057 | | 398,543 | | 7,267,268 |
Proposal 2:
| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| 13,225,022 | | 8,347,423 | | 992,155 | | 7,267,268 |
Proposal 3:
| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| 19,936,967 | | 2,250,462 | | 377,171 | | 7,267,268 |
Proposal 4:
| Votes For | | Votes Against | | Votes Abstained |
| 29,321,622 | | 288,475 | | 221,771 |
All Proposals were approved.
Item 9.01. Exhibits
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. |
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| Dated: | June 18, 2024 | By: | /s/ Eric Yecies |
| | | | Eric Yecies |
| | | | General Counsel and Chief Compliance Officer |
