UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from _________ to _________

Commission file number: 001-39785

LIFEMD, INC.

(Exact name of registrant as specified in its charter)

Delaware

76-0238453

(State or other Jurisdiction

of Incorporation or Organization)

(I.R.S. Employer

Identification No.)

236 Fifth Avenue, Suite 400

New York, New York

10001

(Address of Principal Executive Offices)

(Zip Code)

(866) 351-5907

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of exchange on which registered
Common Stock, par value $.01 per share	LFMD	The Nasdaq Global Market
Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share	LFMDP	The Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” a “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		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: ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 12, 2022, there were 30,796,429 shares of the registrant’s common stock outstanding.

LIFEMD, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2022

TABLE OF CONTENTS

		Page

PART I. FINANCIAL INFORMATION

ITEM 1.	Financial Statements (unaudited)	3

	Condensed Consolidated Balance Sheets	3

	Condensed Consolidated Statements of Operations	4

	Condensed Consolidated Statements of Stockholders’ Equity	5

	Condensed Consolidated Statements of Cash Flows	6

	Notes to Condensed Consolidated Financial Statements	7

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	34

ITEM 4.	Controls and Procedures	34

PART II. OTHER INFORMATION

ITEM 1.	Legal Proceedings	35

ITEM 1A.	Risk Factors	35

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35

ITEM 3.	Defaults Upon Senior Securities	35

ITEM 4.	Mine Safety Disclosures	35

ITEM 5.	Other Information	35

ITEM 6.	Exhibits	36

SIGNATURES		37

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

LIFEMD, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31, 2022			December 31, 2021
ASSETS
Current Assets
Cash	$	25,084,644		$	41,328,039
Accounts receivable, net		1,796,502			980,055
Product deposit		615,293			203,556
Inventory, net		1,240,034			1,616,600
Other current assets		842,989			793,190
Total Current Assets		29,579,462			44,921,440
Non-current assets
Equipment, net		506,367			233,805
Right of use asset, net		1,633,924			1,752,448
Capitalized software, net		4,710,120			2,995,789
Goodwill and intangible assets, net		13,860,603			19,761
Total Non-current Assets		20,711,014			5,001,803
Total Assets	$	50,290,476		$	49,923,243
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	11,676,030		$	9,059,214
Accrued expenses		11,550,232			11,595,605
Notes payable, net		63,400			63,400
Current operating lease liabilities		534,451			607,490
Deferred revenue		1,788,555			1,499,880
Total Current Liabilities		25,612,668			22,825,589
Long-term Liabilities
Noncurrent operating lease liabilities		1,206,082			1,178,544
Contingent consideration		5,701,000			100,000
Purchase price payable		1,415,655			-
Total Liabilities		33,935,405			24,104,133
Commitments and Contingencies (Note 9)		-
Mezzanine Equity
Preferred Stock, $0.0001 par value; 5,000,000 shares authorized Series B Preferred Stock, $0.0001 par value; 5,000 shares authorized, 3,500 and 3,500 shares issued and outstanding, liquidation value approximately, $1,207 and $1,175 per share as of March 31, 2022 and December 31, 2021, respectively		4,223,014			4,110,822
Stockholders’ Equity
Series A Preferred Stock, $0.0001 par value; 1,610,000 shares authorized, 1,400,000 shares issued and outstanding, liquidation value approximately, $26.17 and $25.62 per share as of March 31, 2022 and December 31, 2021, respectively		140			140
Common stock, $0.01 par value; 100,000,000 shares authorized, 30,899,469 and 30,704,434 shares issued, 30,796,429 and 30,601,394 outstanding as of March 31, 2022 and December 31, 2021, respectively		308,995			307,045
Additional paid-in capital		169,026,965			164,517,634
Accumulated deficit		(155,997,323	)		(141,921,085	)
Treasury stock, 103,040 and 103,040 shares, at cost		(163,701	)		(163,701	)
Total LifeMD, Inc. Stockholders’ Equity		13,175,076			22,740,033
Non-controlling interest		(1,043,019	)		(

SEC Form 10-Q filed by LifeMD Inc.