SEC Form NT 10-Q filed by LifeMD Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ⌧ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

For Period Ended: September 30, 2025

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

For the Transition Period Ended:

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Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

PART I-REGISTRANT INFORMATION

PART II-RULE 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

PART III - NARRATIVE

State below in reasonable detail why Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

LifeMD, Inc. (the “Company”) has determined that it was unable to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (the “Form 10-Q”) by November 10, 2025, the original due date for such filing, without unreasonable effort or expense because it requires additional time to complete its financial statements. The Company requires additional time to finalize adjustments necessary to correct errors related to the over-recognition of revenue. The Company has identified approximately $4.6 million in cumulative over recognition of revenue, with offsetting amounts in the related balance sheet accounts, in its filings for quarterly and annual periods between 2022 and June 30, 2025. The required adjustments to correct the errors will not impact the Company’s cash flow or cash position. The Company is also evaluating the potential impact of these matters on internal control over financial reporting.

Cautionary Note Regarding Forward Looking Statements

This filing includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended; Section 21E of the Securities Exchange Act of 1934, as amended; and the safe harbor provision of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding the impact of recently discovered errors that originated in prior periods and were identified by the Company in the preparation of its third quarter 2025 financial statements that the Company is evaluating, including the potential impact of these matters on internal control over financial reporting. Forward-looking statements contained in this filing may be identified by the use of words such as: “believe,” “expect,” “anticipate,” “project,” “should,” “plan,” “will,” “may,” “intend,” “estimate,” “predict,” “continue,” and “potential,” or, in each case, their negative or other variations or comparable terminology referencing future periods. The preliminary determinations above are subject to adjustment as the Company prepares its financial statements and disclosures for the three and nine months ended September 30, 2025, and such adjustments may be significant. The Company’s current and former independent registered public accounting firms have not audited, reviewed, compiled, or applied agreed-upon procedures with respect to the preliminary estimates set forth above. Factors that could materially affect these forward looking statements include, but are not limited to: the completion of the review of the accounting matters identified, including the potential impact on internal control over financial reporting, as well as those factors set forth in our Form 10-K (and other forms) filed with the Securities and Exchange Commission.

Forward-looking statements are not historical facts and are not assurances of future performance. Rather, these statements are based on our current expectations, beliefs, and assumptions regarding future plans and strategies, projections, anticipated and unanticipated events and trends, the economy, and other future conditions, including the impact of any of the aforementioned on our future business. As forward-looking statements relate to the future, they are subject to inherent risk, uncertainties, and changes in circumstances and assumptions that are difficult to predict, including some of which are out of our control. Consequently, our actual results, performance, and financial condition may differ materially from those indicated in the forward-looking statements. These risks and uncertainties include, but are not limited to, “Risk Factors” identified in our filings with the Securities and Exchange Commission, including, but not limited to, our most recently filed Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and any amendments thereto. Even if our actual results, performance, or financial condition are consistent with forward-looking statements contained in such filings, they may not be indicative of our actual results, performance, or financial condition in subsequent periods.

Any forward-looking statement made in this filing is based on information currently available to us as of the date on which this release is made. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as may be required under applicable law or regulation.

PART IV - OTHER INFORMATION

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.