Exhibit 10.3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the Quarterly Period Ended
or
For the Transition Period from _________ to _________
Commission
file number:
(Exact name of registrant as specified in its charter)
(State or other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
(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 | ||
| The Global Market | ||||
| The 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.
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).
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 | ☐ | ☒ | |
| 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 5, 2026, there were shares of the registrant’s common stock outstanding.
LIFEMD, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026
TABLE OF CONTENTS
| Page | ||
| PART I. FINANCIAL INFORMATION | 3 | |
| ITEM 1. | Financial Statements (unaudited) | 3 |
| Consolidated Balance Sheets | 3 | |
| Consolidated Statements of Operations | 4 | |
| Consolidated Statements of Stockholders’ Equity (Deficit) | 5 | |
| Consolidated Statements of Cash Flows | 6 | |
| Notes to 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 | 35 |
| PART II. OTHER INFORMATION | 37 | |
| ITEM 1. | Legal Proceedings | 37 |
| ITEM 1A. | Risk Factors | 37 |
| ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 37 |
| ITEM 3. | Defaults Upon Senior Securities | 37 |
| ITEM 4. | Mine Safety Disclosures | 37 |
| ITEM 5. | Other Information | 37 |
| ITEM 6. | Exhibits | 38 |
| SIGNATURES | 39 | |
| 2 |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
LIFEMD, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| March 31, 2026 | December 31, 2025 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Product deposit | ||||||||
| Inventory, net | ||||||||
| Other current assets | ||||||||
| Total Current Assets | ||||||||
| Non-current Assets | ||||||||
| Equipment, net | ||||||||
| Right of use assets, net | ||||||||
| Capitalized software, net | ||||||||
| Intangible assets, net | ||||||||
| Total Non-current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Current operating lease liabilities | ||||||||
| Deferred revenue | ||||||||
| Total Current Liabilities | ||||||||
| Long-term Liabilities | ||||||||
| Noncurrent operating lease liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies (Note 12) | ||||||||
| Stockholders’ Equity | ||||||||
| Series A Preferred Stock, $ par value; shares authorized, shares issued and outstanding, liquidation value approximately, $ | ||||||||
| Common Stock, $ par value; shares authorized, and shares issued, and outstanding as of March 31, 2026 and December 31, 2025, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Treasury stock, , at cost, as of March 31, 2026 and December 31, 2025 | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 3 |
LIFEMD, INC.
Consolidated STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Telehealth revenue, net | $ | $ | ||||||
| Cost of telehealth revenue | ||||||||
| Gross profit | ||||||||
| Expenses | ||||||||
| Selling and marketing expenses | ||||||||
| General and administrative expenses | ||||||||
| Other operating expenses | ||||||||
| Customer service expenses | ||||||||
| Development costs | ||||||||
| Total expenses | ||||||||
| Operating loss from continuing operations | ( | ) | ( | ) | ||||
| Interest income (expense), net | ( | ) | ||||||
| Loss from continuing operations before income taxes | ( | ) | ( | ) | ||||
| Income tax provision | ||||||||
| Net loss from continuing operations | ( | ) | ( | ) | ||||
| Net income from discontinued operations | ||||||||
| Net (loss) income | ( | ) | ||||||
| Net income attributable to non-controlling interest of discontinued operations | ||||||||
| Net loss attributable to LifeMD, Inc. | ( | ) | ( | ) | ||||
| Preferred stock dividends | ( | ) | ( | ) | ||||
| Net loss attributable to LifeMD, Inc. common stockholders | $ | ( | ) | $ | ( | ) | ||
| Basic (loss) earnings per share attributable to LifeMD, Inc. common stockholders: | ||||||||
| Continuing operations | $ | ( | ) | $ | ( | ) | ||
| Discontinued operations | ||||||||
| Basic loss per share | $ | ( | ) | $ | ( | ) | ||
| Diluted (loss) earnings per share attributable to LifeMD, Inc. common stockholders: | ||||||||
| Continuing operations | $ | ( | ) | $ | ( | ) | ||
| Discontinued operations | ||||||||
| Diluted loss per share | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of common shares outstanding: | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 4 |
LIFEMD, INC.
Consolidated STATEMENTS of CHANGES IN STOCKHOLDERS’ EQUITY (Deficit)
(Unaudited)
| LifeMD, Inc. | ||||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Treasury | Non-controlling Interest of Discontinued | |||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Stock | Total | Operations | Total | |||||||||||||||||||||||||||||||
| Balance, January 1, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||||||||
| Stock compensation expense | - | |||||||||||||||||||||||||||||||||||||||
| Cashless exercise of stock options | - | ( | ) | |||||||||||||||||||||||||||||||||||||
| Series A Preferred Stock Dividend | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Distribution to non-controlling interest of discontinued operations | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Net (loss) income | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||||||||
Series A Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Treasury | ||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Stock | Total | |||||||||||||||||||||||||
| Balance, January 1, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Stock compensation expense | - | |||||||||||||||||||||||||||||||
| Exercise of stock options | - | |||||||||||||||||||||||||||||||
| Series A Preferred Stock Dividend | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 5 |
LIFEMD, INC.
Consolidated STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net (loss) income | $ | ( | ) | $ | ||||
| Less: Net income from discontinued operations | ||||||||
| Net loss from continuing operations | ( | ) | ( | ) | ||||
| Adjustments to reconcile net loss from continuing operations to net cash provided by operating activities: | ||||||||
| Amortization of debt discount | ||||||||
| Amortization of capitalized software | ||||||||
| Amortization of intangibles | ||||||||
| Depreciation of fixed assets | ||||||||
| Noncash operating lease expense | ||||||||
| Stock compensation expense | ||||||||
| Changes in Assets and Liabilities | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Product deposit | ( | ) | ( | ) | ||||
| Inventory | ( | ) | ( | ) | ||||
| Other current assets | ( | ) | ||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Deferred revenue | ||||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses | ( | ) | ( | ) | ||||
| Net cash provided by operating activities of continuing operations | ||||||||
| Net cash provided by operating activities of discontinued operations | ||||||||
| Net cash provided by operating activities | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Cash paid for capitalized software costs(a) | ( | ) | ( | ) | ||||
| Purchase of equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities of continuing operations | ( | ) | ( | ) | ||||
| Net cash used in investing activities of discontinued operations(a) | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Preferred stock dividends | ( | ) | ( | ) | ||||
| Cash proceeds from exercise of options | ||||||||
| Net cash used in financing activities of continuing operations | ( | ) | ( | ) | ||||
| Net cash used in financing activities of discontinued operations | ( | ) | ||||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Net decrease in cash | ( | ) | ( | ) | ||||
| Cash at beginning of period | ||||||||
| Cash at end of period | ||||||||
| Less: Cash of discontinued operations at end of period | ||||||||
| Cash of continuing operations at end of period | $ | $ | ||||||
| Cash paid for interest and taxes | ||||||||
| Cash paid during the period for interest | $ | $ | ||||||
| Cash paid during the period for taxes | $ | $ | ||||||
| Non-cash investing and financing activities | ||||||||
| Cashless exercise of options | $ | $ | ||||||
| (a) |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 6 |
LIFEMD, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS
Nature of Business
LifeMD, Inc. is a patient-centric, direct-to-patient healthcare company providing a high-quality, cost-effective, and convenient way for patients to access virtual medical care and pharmacy services. Through the Company’s vertically integrated care model, it combines proprietary technology, affiliated clinical services, pharmacy infrastructure, and artificial intelligence (“AI”)-enabled operational systems to deliver longitudinal care at scale. The Company’s mission is to empower individuals to live healthier lives by expanding access to high-quality virtual and in-home healthcare services.
The Company’s telehealth platform helps patients access their licensed providers for diagnoses, virtual care, and prescription medications, often delivered on a recurring basis. In addition to its telehealth prescription offerings, the Company sells over-the-counter (“OTC”) products. All products are available on a subscription or membership basis, where a patient can subscribe to receive regular shipments of prescribed medications or products. This creates convenience and often discounted pricing opportunities for patients and recurring revenue streams for the Company.
With its first brand, ShapiroMD, the Company has built a full line of proprietary OTC products for male and female hair loss including Food and Drug Administration (“FDA”) approved OTC minoxidil and an FDA-cleared medical device and a personalized telehealth platform offering that gives consumers access to virtual medical treatment from their providers and, when appropriate, a full line of oral and topical prescription medications for hair loss. The Company’s men’s brand, RexMD, currently offers access to virtual medical treatment for a variety of men’s health needs, including erectile dysfunction, premature ejaculation and hair loss.
In 2022, the Company launched our virtual primary care offering under the LifeMD brand, LifeMD Primary Care. This offering provides patients with access to affiliated high-quality providers for their urgent care and chronic care needs.
In 2023, we launched our GLP-1 Weight Management Program providing primary care, metabolic coaching, lab work, and prescription services (as appropriate) to patients seeking to access a medically supported weight loss solution. In September 2024, we expanded our Weight Management Program with a personalized, non-GLP-1 treatment plan consisting of three oral medications – metformin, bupropion, and topiramate.
In
June 2018, the Company closed the strategic acquisition of
Unless otherwise indicated, the terms “LifeMD,” “Company,” “we,” “us,” and “our” refer to LifeMD, Inc. (formerly known as Conversion Labs, Inc.) and LifeMD Pharmacy Holdings LLC, an affiliated limited liability company (“LifeMD Pharmacy”). The affiliated network of medical Professional Corporations and medical Professional Associations administratively led by LifeMD Southern Patient Medical Care, P.C. (“LifeMD PC”) is the Company’s affiliated, variable interest entity in which we hold a controlling financial interest. Unless otherwise specified, all dollar amounts are expressed in United States dollars.
Liquidity Evaluation
As
of March 31, 2026, the Company has an accumulated deficit of approximately $238.3 million and a positive working capital of approximately
$
On
January 2, 2026, the Company entered into a Credit Agreement (the “Credit Agreement”) with Citizens Bank, N.A. (“Citizens”),
which provides for a senior secured revolving credit facility in an aggregate outstanding amount not exceeding $
| 7 |
The
Company entered into an At Market Issuance Sales Agreement (the “ATM Sales Agreement”) with B. Riley Securities, Inc. and
Cantor Fitzgerald & Co. relating to the sale of its common stock. In accordance with the terms of the ATM Sales Agreement, the Company
may, but is not obligated to, offer and sell, from time to time, shares of common stock, through or to the Agents, acting as agent or
principal. Sales of common stock, if any, will be made by any method permitted that is deemed an “at the market offering”
as defined in Rule 415 under the Securities Act. On June 7, 2024, the Company filed a shelf registration statement on Form S-3 under
the Securities Act, which was declared effective on July 18, 2024 (the “2024 Shelf”). Under the 2024 Shelf at the time of
effectiveness, the Company had the ability to raise up to $ million by selling common stock, preferred stock, debt securities, warrants,
and units including $
The
Company expects that its existing cash as of March 31, 2026 of $
NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q. Accordingly, they do not include all of the information and note disclosures required by accounting principles generally accepted in the United States (“U.S. GAAP”) for complete audited financial statements. The accompanying unaudited financial information should be read in conjunction with the audited consolidated financial statements, including the notes thereto, as of and for the year ended December 31, 2025, included in our 2025 Annual Report on Form 10-K filed with the SEC. The information furnished in this report reflects all adjustments (consisting of normal recurring adjustments), which are, in the opinion of management, necessary for the fair statement of our financial position, results of operations and cash flows for each period presented. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results for the year ending December 31, 2026 or for any future period.
Principles of Consolidation
The Company evaluates the need to consolidate affiliates based on standards set forth in Accounting Standards Codification (“ASC”) 810, Consolidation.
The unaudited consolidated financial statements include the accounts of the Company, LifeMD Pharmacy, and LifeMD PC, the Company’s affiliated, variable interest entity in which we hold a controlling financial interest. On November 4, 2025, the Company sold its interest in our majority-owned subsidiary WorkSimpli to Lion Buyer, LLC. WorkSimpli is classified as discontinued operations for all periods presented in these unaudited consolidated financial statements.
All intercompany transactions and balances have been eliminated in consolidation.
Cash
The Company maintains deposits in financial institutions that may, at times, exceed amounts guaranteed by the Federal Deposit Insurance Corporation. These balances could be impacted if one or more of the financial institutions in which we deposit monies fails or is subject to other adverse conditions in the financial or credit markets. We have never experienced any losses related to these balances.
Variable Interest Entities
In accordance with ASC 810, Consolidation, the Company determines whether any legal entity in which the Company becomes involved is a variable interest entity (a “VIE”) and subject to consolidation. This determination is based on whether an entity has sufficient equity at risk to finance their activities without additional subordinated financial support from other parties or whose equity investors lack any of the characteristics of a controlling financial interest and whether the interest will absorb portions of a VIE’s expected losses or receive portions of its expected residual returns and are contractual, ownership, or pecuniary in nature and that change with changes in the fair value of the entity’s net assets. A reporting entity is the primary beneficiary of a VIE and must consolidate it when that party has a variable interest, or combination of variable interests, that provides it with a controlling financial interest. A party is deemed to have a controlling financial interest if it meets both of the power and losses/benefits criteria. The power criterion is the ability to direct the activities of the VIE that most significantly impact its economic performance. The losses/benefits criterion is the obligation to absorb losses from, or right to receive benefits from, the VIE that could potentially be significant to the VIE.
| 8 |
The Company determined that the LifeMD PC entity, the Company’s affiliated network of medical Professional Corporations and medical Professional Associations administratively led by LifeMD Southern Patient Medical Care, P.C., is a VIE and subject to consolidation. LifeMD PC and the Company do not have any stockholders in common. LifeMD PC is owned by licensed physicians, and the Company maintains a managed service agreement with LifeMD PC whereby we provide all non-clinical services to LifeMD PC. The Company determined that it is the primary beneficiary of LifeMD PC and must consolidate, as we have both the power to direct the activities of LifeMD PC that most significantly impact the economic performance of the entity and we have the obligation to absorb the losses. As a result, the Company presents the financial position, results of operations, and cash flows of LifeMD PC as part of the unaudited consolidated financial statements of the Company. There is no non-controlling interest upon consolidation of LifeMD PC.
Total
net loss for LifeMD PC was approximately $
Use of Estimates
The Company prepares its unaudited consolidated financial statements in conformity with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, when control of the promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The Company applies the following five-step model to recognize revenue from contracts with customers:
| 1. | Identification of the contract with a customer; |
| 2. | Identification of the performance obligations in the contract; |
| 3. | Determination of the transaction price; |
| 4. | Allocation of the transaction price to the performance obligations in the contract; and |
| 5. | Recognition of revenue when, or as, the performance obligations are satisfied. |
Telehealth Subscription Revenue
For the Company’s telehealth subscription arrangements, the Company provides both one-time and subscription-based access to its telehealth platform. The Company offers monthly and multi-month subscriptions dependent upon the subscriber’s enrollment selection. For one-time consultations, the Company has determined that there is one performance obligation that is delivered as of a point in time. For subscription-based access, the Company has determined that there is one performance obligation that is delivered over time, as the Company allows the subscriber continuous access to the telehealth platform for the time period of the subscription. The telehealth platform access is a stand-ready obligation that is satisfied over the subscription period.
The
Company also offers bundled arrangements in which a subscriber receives subscription-based access to the Company’s telehealth platform
as well as prescribed medication. The Company has determined that there are two performance obligations related to these bundles: (i)
one performance obligation for the subscription-based service that is a stand-ready obligation that is satisfied over the subscription
period and (ii) one performance obligation for the prescribed medication that is delivered as of a point in time. For contracts with
multiple performance obligations, the transaction price is allocated to each performance obligation based on their relative standalone
selling prices, determined from the prices at which the Company separately sells these products and services. Revenue related to contracts
with multiple performance obligations was approximately $
| 9 |
Additionally, to fulfill its promise to customers for contracts that include the sale of prescription products, the Company maintains relationships with certain third-party pharmacies, which are licensed mail order pharmacies providing prescription fulfillment to the Company’s customers. The third-party pharmacies fill prescription orders for customers who have received a prescription from a LifeMD PC provider. The Company may account for prescription product revenue as the principal or agent in the arrangement with its customers depending on the agreement with the third-party pharmacy. The following factors are evaluated to determine if the Company acts as principal or agent in the arrangement: (i) whether the Company has sole discretion in determining which pharmacy fills a customer’s prescription; (ii) whether the Company obtains control of the product; (iii) whether the Company is primarily responsible to the customer for the satisfactory fulfillment and acceptability of the order; (iv) whether the Company is responsible for refunds of the prescription medication after transfer of control to the customer; and (v) whether the Company sets all listed prices for the prescription products. Based on evaluation of these factors, the Company accounts for prescription product revenue as either principal or agent in the arrangement depending on the specific agreement terms with the third-party pharmacy.
Telehealth Product Revenue
For the Company’s product-based arrangements, the Company has determined that there is a single performance obligation, which is the delivery of the product. Revenue is recognized at a point in time when control transfers to the customer, which occurs upon shipment.
The Company also provides subscription-based arrangements involving recurring shipments of products. Revenue from these recurring product shipments is recognized at the time each shipment obligation is fulfilled.
Provisions for discounts, returns, allowances, customer rebates, and similar adjustments are recorded as reductions to gross revenue in the same period in which related sales are recognized. Discounts and rebates are known at the time of sale, while estimates for returns and allowances are based on historical data and applied consistently across the Company’s product portfolio.
Customer
returns and rebates on telehealth revenues approximated $
For the three months ended March 31, 2026 and 2025, the Company had the following disaggregated revenue:
| Three Months Ended March 31, | ||||||||||||||||
| 2026 | % | 2025 | % | |||||||||||||
| Telehealth subscription revenue | $ | % | $ | % | ||||||||||||
| Telehealth product revenue | % | % | ||||||||||||||
| Total revenues, net | $ | % | $ | % | ||||||||||||
Deferred Revenues
The
Company records deferred revenues when cash payments are received or unconditionally due in advance of its performance. As of March 31,
2026 and December 31, 2025, the Company has deferred revenue of approximately $
The
amount of revenue recognized during the three months ended March 31, 2026, that was included in the deferred revenue balance as of December
31, 2025, was $
The following table summarizes deferred revenue activities for the periods presented:
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Beginning of period | $ | $ | ||||||
| Additions | ||||||||
| Revenue recognized | ( | ) | ( | ) | ||||
| End of period | $ | $ | ||||||
| 10 |
Leases
The Company determines if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets are included in right-of-use assets on the unaudited consolidated balance sheets. The current and long-term components of operating lease liabilities are included in the current operating lease liabilities and noncurrent operating lease liabilities, respectively, on the unaudited consolidated balance sheets.
Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. Certain leases may include options to extend or terminate the lease. The Company only considers these options if the options to extend are reasonably certain of being exercised and options to terminate are not reasonably certain not to exercise. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded in the balance sheet.
Accounts Receivable, net
Accounts
receivable principally consist of amounts due from third-party merchant processors, who process our subscription revenues; the merchant
accounts balance receivable represents the charges processed by the merchants that have not yet been deposited with the Company. The
unsettled merchant receivable amount normally represents processed sale transactions from the final one to three days of the month, with
collections being made by the Company within the first week of the following month. Management determines the need, if any, for an allowance
for future credits to be granted to customers, by regularly evaluating aggregate customer refund activity, coupled with the consideration
and current economic conditions in its evaluation of an allowance for future refunds and chargebacks. As of March 31, 2026 and December
31, 2025, the reserve for sales returns and allowances was approximately $
Inventory
As of March 31, 2026 and December 31, 2025, inventory primarily consisted of finished goods, raw materials and packaging related to the Company’s OTC products included in the telehealth product revenue section of the table above. Inventory is maintained at the Company’s third-party warehouse location in Wyoming and at various Amazon fulfillment centers. The Company also maintains inventory at a company managed warehouse in Pennsylvania.
Inventory
is valued at the lower of cost or net realizable value with cost determined on an average cost basis. Management compares the cost of
inventory with the net realizable value and an allowance is made for writing down inventory to net realizable, if lower. As of both March
31, 2026 and December 31, 2025, the Company recorded an inventory reserve of approximately $
As of March 31, 2026 and December 31, 2025, the Company’s inventory consisted of the following:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Finished goods | $ | $ | ||||||
| Raw materials and packaging components | ||||||||
| Inventory reserve | ( | ) | ( | ) | ||||
| Total inventory, net | $ | $ | ||||||
Equipment
Equipment is stated at cost, net of accumulated depreciation. Depreciation expense is computed using the straight-line method over the estimated useful lives of the related assets. Estimated useful lives generally range from three to five years for computers, furniture, fixtures and office equipment.
| 11 |
As of March 31, 2026 and December 31, 2025, the Company has the following amounts related to depreciable assets:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Furniture, fixtures and office equipment | $ | $ | ||||||
| Computers | ||||||||
| Total equipment, at cost | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Total equipment, net | $ | $ | ||||||
Depreciation
expense was $
Product Deposit
Many
of our vendors require deposits when a purchase order is placed for goods or fulfillment services. These deposits typically range from
Capitalized Software Costs
The
Company capitalizes certain internal payroll costs and third-party costs related to internally developed software and amortizes these
costs using the straight-line method over the estimated useful life of the software, generally three years. The Company does not sell
internally developed software other than through the use of subscription service. Certain development costs not meeting the criteria
for capitalization, in accordance with ASC 350-40, Internal-Use Software, are expensed as incurred. As of March 31, 2026 and December
31, 2025, the Company capitalized a net amount of $
Intangible Assets
Intangible
assets are comprised of: (1) a customer relationship asset, (2) the Cleared Technologies, PBC (“Cleared”) trade name, (3)
Cleared developed technology, (4) a purchased license, and (5) the Optimal Human Health MD (“OHHMD”) brand. Intangible assets
are amortized over their estimated lives using the straight-line method. Costs incurred to renew or extend the term of recognized intangible
assets are capitalized and amortized over the useful life of the asset which typically range from
Impairment of Long-Lived Assets
Long-lived assets include equipment and capitalized software. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If such assets are considered to be impaired, an impairment is recognized as the amount by which the carrying amount of the assets exceeds the estimated fair values of the assets. As of March 31, 2026 and December 31, 2025, the Company determined that no events or changes in circumstances existed that would indicate any impairment of its long-lived assets.
Advertising and Marketing Costs
Advertising
and marketing costs are expensed as incurred and are included in selling and marketing expenses within the unaudited consolidated statement
of operations. Advertising costs that relate to future advertising periods are recorded as prepaid expenses and amortized to selling
and marketing expenses over the period in which the related advertising occurs. Advertising and marketing expenses were $
| 12 |
Income Taxes
The Company files corporate federal, state, and local tax returns. WorkSimpli filed a tax return in Puerto Rico. The Company records current and deferred taxes in accordance with ASC 740, Accounting for Income Taxes. ASC 740 requires recognition of deferred tax assets and liabilities for temporary differences between tax basis of assets and liabilities and the amounts at which they are carried in the financial statements, based upon the enacted rates in effect for the year in which the differences are expected to reverse. The Company establishes a valuation allowance when necessary to reduce deferred tax assets to the amount expected to be realized. The Company periodically assesses the value of its deferred tax asset, a majority of which has been generated by a history of net operating losses. Management determines the necessity for a valuation allowance. In 2026 and 2025, the Company recorded a full valuation allowance for the deferred tax assets based on the historical loss and the uncertainty regarding the ability to project future taxable income. In future periods if the Company is able to generate income, the Company may reduce or eliminate the valuation allowance. ASC 740 also provides a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken or expected to be taken in a tax return. Using this guidance, a company may recognize the tax benefit from an uncertain tax position in its financial statements only if it is more likely-than-not (i.e., a likelihood of more than 50%) that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. No reserve for uncertain tax positions has been recorded. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The tax benefits recognized in the financial statements from such a position would be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company’s tax returns for all years since December 31, 2022, remain open to audit by all related taxing authorities.
Stock-Based Compensation
The Company follows the provisions of ASC 718, Share-Based Payment. Under this guidance compensation cost is recognized at fair value on the date of the grant and amortized over the respective vesting or service period. The fair value of options at the date of grant is estimated using the Black-Scholes option pricing model. The expected option life is derived from assumed exercise rates based upon historical exercise patterns and represents the period of time that options granted are expected to be outstanding. The expected volatility is based upon historical volatility of the Company’s common shares using daily price observations over an observation period that approximates the expected life of the options. The risk-free interest rate approximates the U.S. Treasury yield curve rate in effect at the time of grant for periods similar to the expected option life. Due to limited history of forfeitures, the Company has elected to account for forfeitures as they occur. The fair value of restricted stock is calculated using the quoted market price on the date of grant.
Segments
On November 4, 2025, we sold our majority ownership interest in WorkSimpli to Lion Buyer, LLC. WorkSimpli is classified as discontinued operations for the three months period ended March 31, 2025 presented in these unaudited consolidated financial statements. As a result, the Company’s portfolio of brands within continuing operations are managed as a single operating segment on a consolidated basis. The Company’s Chief Executive Officer is the chief operating decision maker (“CODM”) and is responsible for reviewing segment operating results to make determinations about resources to be allocated and to assess performance.
Fair Value of Financial Instruments
The fair value of a financial instrument is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities subject to ongoing fair value measurement are categorized and disclosed into one of the three categories depending on observable or unobservable inputs employed in the measurement. Hierarchical levels, which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities, are as follows:
| 1. | Level 1: Inputs that are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. | |
| 2. | Level 2: Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. | |
| 3. | Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities and that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. |
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
| 13 |
The carrying value of the Company’s financial instruments, including cash, accounts receivable, accounts payable, and accrued expenses approximate fair value for all periods presented. The Company has no financial instruments that are valued using Level 3 inputs.
Concentrations of Risk
We
are dependent on certain third-party manufacturers and pharmacies for fulfillment services, prescription medications, packaging, and
finished goods. We believe that other contract manufacturers or third-party pharmacies could be quickly secured if any of our current
manufacturers or pharmacies cease to perform adequately. As of March 31, 2026, three third-party pharmacies supplied
Recent Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) to improve the disclosures about a public business entity’s expenses and provide more detailed information about the types of expenses included in certain expense captions in the unaudited consolidated financial statements. In January 2025, the FASB issued ASU 2025-01, which clarifies the effective date of ASU 2024-03 for interim reporting periods. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and the amendments in this update should be applied either prospectively or retrospectively. The Company is currently evaluating the impact this guidance will have on the disclosures in the unaudited consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, to simplify and modernize the accounting for internal-use software costs. The amendments remove references to prescriptive software development stages and clarify that capitalization of eligible software development costs begins when management authorizes and commits to funding the project and it is probable the project will be completed, and the software will be used as intended. The amendments in this update are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual periods. Early adoption is permitted, and the guidance may be applied prospectively, retrospectively, or using a modified approach for in-process projects. The Company is evaluating the impact this guidance will have on the unaudited consolidated financial statements and related disclosures.
All other accounting standards updates that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the unaudited consolidated financial statements upon adoption.
NOTE 3 – REVISIONS TO PREVIOUSLY ISSUED FINANCIAL STATEMENTS
The Company has revised its previously issued financial statements to correct for: (1) errors identified associated with the calculation of revenue, deferred revenue, accounts receivable and accrued expenses and (2) previously identified out-of-period adjustments. The Company has evaluated these errors in accordance with ASC 650-10-S99 and S55 (formerly Staff Accounting Bulletins (“SAB”) No. 99 and No. 108), Accounting Changes and Error Corrections.
During
the three months ended September 30, 2025, the Company identified errors related to the recording of net revenue as agent in certain
arrangements with the Company’s third-party pharmacy providers, which resulted in the misstatement of revenue in its previously
issued 2023, 2024 annual and interim financial statements and its previously issued 2025 interim financial statements. Although the Company
has determined such errors to be immaterial to its previously issued financial statements, the Company has revised its previously issued
financial statements to correct these errors. The cumulative impact of such errors for periods prior to 2025 of $
In
addition, the Company previously identified various out-of-period amounts included in its previously issued financial statements that
were deemed to be quantitatively and qualitatively immaterial, individually and in the aggregate, to the financial statements in the
periods recorded or to the relevant prior periods. Accordingly, the Company corrected these errors in its financial statements in the
periods that the errors were identified. The Company revised its previously issued financial statements to correct for these errors in
the appropriate prior periods. The immaterial errors consist of:
| 14 |
The Company effected such revisions to its unaudited consolidated financial statements as of and for the three months ended March 31, 2025 in connection with this filing of our Quarterly Report on Form 10-Q.
The following table presents the effect of the revisions on the unaudited consolidated financial statements previously issued as of and for the three months ended March 31, 2025, as a result of the error corrections described above. As discussed in Note 4—Discontinued Operations, WorkSimpli has been treated as discontinued operations for all periods presented. As a result, the “As Revised” amounts reflect both the correction of errors and the recast for discontinued operations, consistent with the “As Reported” amounts presented throughout these unaudited consolidated financial statements.
| As of and for the Three Months Ended March 31, 2025 | ||||||||||||||||||||
As Previously Reported | Adjustment | As Revised | Discontinued Operations | As Reported | ||||||||||||||||
| Consolidated Statement of Operations: | ||||||||||||||||||||
| Telehealth revenue, net | $ | $ | ( | ) | $ | $ | $ | |||||||||||||
| Total revenues, net | $ | $ | ( | ) | $ | $ | $ | |||||||||||||
| Gross profit | $ | $ | ( | ) | $ | $ | $ | |||||||||||||
| Operating income (loss) | $ | $ | ( | ) | $ | $ | $ | ( | ) | |||||||||||
| Net income | $ | $ | ( | ) | $ | $ | $ | |||||||||||||
| Net income (loss) attributable to LifeMD, Inc. | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||
| Net income (loss) attributable to LifeMD, Inc. common stockholders | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||
| Basic earnings (loss) per share attributable to LifeMD, Inc. common stockholders | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||
| Diluted earnings (loss) per share attributable to LifeMD, Inc. common stockholders | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||
| Consolidated Statement of Changes in Stockholders’ Equity (Deficit): | ||||||||||||||||||||
| Accumulated deficit | $ | $ | $ | $ | $ | |||||||||||||||
| Non-controlling interest | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||
| Consolidated Statement of Cash Flows: | ||||||||||||||||||||
| Net income | $ | $ | ( | ) | $ | $ | $ | |||||||||||||
| Accounts receivable | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||
| Deferred revenue | $ | $ | $ | $ | $ | |||||||||||||||
| Net cash provided by operating activities | $ | $ | $ | $ | $ | |||||||||||||||
These accompanying notes to the unaudited consolidated financial statements reflect the impact of this revision.
NOTE 4 – DISCONTINUED OPERATIONS
On
November 4, 2025, the Company entered into and simultaneously consummated the closing of a Stock Purchase Agreement (the “Purchase
Agreement”) by and among the Company, as a Seller and Seller Representative and the other seller parties thereto (collectively,
the “Sellers”), WorkSimpli and Lion Buyer, LLC, a Delaware limited liability company (the “Purchaser”), for the
sale by the Sellers of all of their right, title, and interest in WorkSimpli, representing
The
aggregate purchase price for the units is based on an enterprise value of approximately $
This transaction represented a key milestone in the Company’s strategic transformation, further positioning the Company as a pure-play healthcare company exclusively focused on expanding its virtual care and pharmacy offerings.
| 15 |
In the period a component of an entity is classified as a discontinued operation, the results of operations for the periods presented are reclassified into separate line items in the unaudited consolidated statements of operations and the unaudited consolidated statements of cash flows. For the three months ended March 31, 2025, the results of operations and cash flows of WorkSimpli are presented as discontinued operations. All amounts included in the notes to the unaudited consolidated financial statements relate to continuing operations unless otherwise noted.
The following table presents the financial results of the discontinued operations prior to the sale of WorkSimpli:
Three Months Ended March 31, 2025 | ||||
| Worksimpli revenue, net | $ | |||
| Cost of WorkSimpli revenue | ||||
| Gross profit | ||||
| Expenses | ||||
| Selling and marketing expenses | ||||
| General and administrative expenses | ||||
| Other operating expenses | ||||
| Development costs | ||||
| Total expenses | ||||
| Operating income from discontinued operations | ||||
| Interest expense | ( | ) | ||
| Net income from discontinued operations | ||||
| Net income attributable to non-controlling interest of discontinued operations | ||||
| Net income from discontinued operations attributable to LifeMD, Inc. | $ | |||
NOTE 5 – ACQUISITIONS
On April 24, 2025, the Company closed on the OHHMD Asset Purchase Agreement (the “OHHMD APA”) with OHHMD, PLLC, a North Carolina professional limited liability company, Doug Lucas, DO, the sole member of OHHMD, and the Company’s affiliate LifeMD Southern Patient Medical Care, P.C., a Florida professional corporation (the “PC Purchaser”), whereby the Company and the PC Purchaser acquired certain intangible assets of OHHMD, a nationwide virtual care provider focused on women’s health and hormone replacement therapies. The acquisition marked the launch of the Company’s official entry into the women’s health market and establishes a scalable clinical foundation for a comprehensive virtual health program under the LifeMD brand, focused on hormone health, bone density, metabolism, and long-term wellness.
The
Company accounted for the OHHMD APA as an acquisition of assets as it was determined that OHHMD did not have substantive processes at
the acquisition date and, therefore, did not meet the definition of a business under ASC 805, Business Combinations. The purchase
price consisted of shares of the Company’s common stock, issued at closing and other nominal consideration. In April 2025,
the Company issued shares of common stock with a total fair value of $
In
addition, the Company agreed to make payments of up to shares of the Company’s common stock to the sole member of OHHMD,
Dr. Doug Lucas, as follows:
The future unvested shares to be issued to Dr. Doug Lucas are equity classified share-based compensation to be recognized over-time and upon achievement of certain operational milestones in accordance with ASC 718, Share-Based Payment.
| 16 |
NOTE 6 – INTANGIBLE ASSETS
As of March 31, 2026 and December 31, 2025, the Company has the following amounts related to amortizable intangible assets:
| March 31, | December 31, | Amortizable | ||||||||||
| 2026 | 2025 | Life | ||||||||||
| Amortizable intangible assets | ||||||||||||
| Cleared trade name | $ | $ | ||||||||||
| Cleared developed technology | ||||||||||||
| Purchased licenses | ||||||||||||
| OHHMD brand | ||||||||||||
| Gross amount | $ | $ | ||||||||||
| Less: accumulated amortization | ||||||||||||
| Cleared trade name | $ | ( | ) | $ | ( | ) | ||||||
| Cleared developed technology | ( | ) | ( | ) | ||||||||
| Purchased licenses | ( | ) | ( | ) | ||||||||
| OHHMD brand | ( | ) | ( | ) | ||||||||
| Accumulated amortization | $ | ( | ) | $ | ( | ) | ||||||
| Total net amortizable intangible assets | $ | $ | ||||||||||
The
aggregate amortization expense of the Company’s intangible assets for the three months ended March 31, 2026 and 2025 was $
NOTE 7 – ACCRUED EXPENSES
As of March 31, 2026 and December 31, 2025, the Company has the following amounts related to accrued expenses:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Accrued selling and marketing expenses | $ | $ | ||||||
| Accrued compensation | ||||||||
| Accrued legal and professional fees | ||||||||
| Accrued deferred costs | ||||||||
| Sales tax payable | ||||||||
| Accrued dividends payable | ||||||||
| Other accrued expenses | ||||||||
| Total accrued expenses | $ | $ | ||||||
NOTE 8 –INDEBTEDNESS
Avenue Capital Credit Facility
On
March 21, 2023, the Company entered into the Avenue Credit Agreement and the Avenue Supplement. The Avenue Credit Agreement provided
for a convertible senior secured credit facility of up to an aggregate amount of $
Total
interest expense on long-term debt, inclusive of amortization of debt discounts, amounted to approximately $
On
August 5, 2025, the Company paid the remaining $
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Citizens Bank Credit Agreement
On
January 2, 2026, the Company entered into a Credit Agreement (the “Credit Agreement”) with Citizens Bank, N.A. ( “Citizens”),
which provides for a senior secured revolving credit facility in an aggregate principal amount of up to $
The
Credit Facility matures on
The
Credit Agreement contains customary representations and warranties, affirmative and negative covenants, and events of default. It also
includes financial covenants requiring the Company to maintain (i) a Consolidated Leverage Ratio not to exceed
NOTE 9 – STOCKHOLDERS’ EQUITY
The
Company has authorized the issuance of up to shares of common stock, $ par value, and shares of preferred stock,
$ par value, of which shares are designated as Series B Convertible Preferred Stock, are designated as Series A
Preferred Stock and
The
Company entered into the ATM Sales Agreement whereby the Company may offer and sell, from time to time, shares of common stock. On June
7, 2024, the Company filed the 2024 Shelf. Under the 2024 Shelf at the time of effectiveness, the Company had the ability to raise up
to $ million by selling common stock, preferred stock, debt securities, warrants, and units including $
Options and Warrants
During
the three months ended March 31, 2026, the Company issued an aggregate of shares of common stock related to the exercise of options
for total proceeds of approximately $
Common Stock
During the three months ended March 31, 2026, the Company issued an aggregate of shares of common stock for service, including vested restricted stock units (“RSUs”).
Non-controlling Interest of Discontinued Operations
Net
income attributed to non-controlling interest of discontinued operations amounted to approximately $
Dividends
The
Company pays cumulative dividends on its Series A Preferred Stock, in the amount of $ per share each year, which is equivalent
to
| Declaration Date | Record Date | Payment Date | ||
| 18 |
Stock Options
On January 8, 2021, the Company approved the Company’s 2020 Equity and Incentive Plan (the “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 shares of Common Stock. The number of shares of Common Stock available for issuance under the 2020 Plan automatically increases by shares of Common Stock on January 1st of each year, for a period of not more than ten years, commencing on January 1, 2021 and ending on (and including) January 1, 2030. Awards under the 2020 Plan can be granted in the form of stock options, non-qualified and incentive options, stock appreciation rights, restricted stock awards (“RSAs”), and restricted stock units (“RSUs”).
On June 24, 2021, at the Annual Meeting of Stockholders, the stockholders of the Company approved the amendment and restatement to the 2020 Plan, which amended the 2020 Plan to increase the maximum number of shares of the Company’s common stock available for issuance under the 2020 Plan by shares. On June 16, 2022, at the Annual Meeting of Stockholders, the stockholders of the Company approved the second amendment and restatement of the 2020 Plan, which amended the 2020 Plan to increase the maximum number of shares of the Company’s common stock available for issuance under the 2020 Plan by shares. On June 14, 2024, at the Annual Meeting of Stockholders, the stockholders of the Company approved the third amendment and restatement to the 2020 Plan (the “Amended 2020 Plan”), which further amended the 2020 Plan by increasing the maximum number of shares of the Company’s common stock available for issuance under the Amended 2020 Plan by shares.
As of March 31, 2026, the Amended 2020 Plan provided for the issuance of up to shares of Common Stock. Remaining authorization under the Amended 2020 Plan was shares as of March 31, 2026.
The forms of award agreements to be used in connection with awards made under the Amended 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 Amended 2020 Plan. The following is a summary of outstanding options activity under our Amended 2020 Plan for the three months ended March 31, 2026:
Options Outstanding Number of Shares | Exercise Price per Share | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price per Share | |||||||||||||
| Balance at December 31, 2025 | $ | – | years | $ | ||||||||||||
| Granted | - | |||||||||||||||
| Exercised | ( | ) | years | |||||||||||||
| Cancelled/Forfeited/Expired | - | |||||||||||||||
| Balance at March 31, 2026 | $ | – | years | $ | ||||||||||||
| Exercisable at December 31, 2025 | $ | – | years | $ | ||||||||||||
| Exercisable at March 31, 2026 | $ | – | years | $ | ||||||||||||
Total
compensation expense for the Amended 2020 Plan options above was approximately $ and $ thousand for the three months ended March 31,
2026 and 2025, respectively, with no unamortized expense remaining as of March 31, 2026. During the three months ended March 31, 2026,
options were exercised and total proceeds received were approximately $
| 19 |
Options Outstanding Number of Shares | Exercise Price per Share | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price per Share | |||||||||||||
| Balance at December 31, 2025 | $ | – | years | $ | ||||||||||||
| Granted | - | |||||||||||||||
| Exercised | - | |||||||||||||||
| Cancelled/Forfeited/Expired | ( | ) | - | |||||||||||||
| Balance at March 31, 2026 | $ | – | years | $ | ||||||||||||
| Exercisable December 31, 2025 | $ | – | years | $ | ||||||||||||
| Exercisable at March 31, 2026 | $ | – | years | $ | ||||||||||||
Total compensation expense under the above service-based option plan was $ and $ thousand for the three months ended March 31, 2026 and 2025, respectively, with no unamortized expense remaining as of March 31, 2026. As of March 31, 2026, aggregate intrinsic value of vested service-based options outstanding was $ thousand.
Options Outstanding Number of Shares | Exercise Price per Share | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price per Share | |||||||||||||
| Balance at December 31, 2025 | $ | – | years | $ | ||||||||||||
| Granted | - | |||||||||||||||
| Exercised | ( | ) | – | years | ||||||||||||
| Balance at March 31, 2026 | $ | years | $ | |||||||||||||
| Exercisable December 31, 2025 | $ | – | years | $ | ||||||||||||
| Exercisable at March 31, 2026 | $ | years | $ | |||||||||||||
Total compensation expense under the above performance-based options plan was $ for both the three months ended March 31, 2026 and 2025. During the three months ended March 31, 2026, options were exercised and total proceeds received were approximately $ thousand. As of March 31, 2026, aggregate intrinsic value of vested performance options outstanding was $ thousand.
RSUs and RSAs (under our Amended 2020 Plan)
RSUs and RSAs Unvested Number of Shares | |||||
| Balance at December 31, 2025 | |||||
| Granted | |||||
| Vested | ( | ) | |||
| Cancelled/Forfeited | ( | ) | |||
| Balance at March 31, 2026 | |||||
The
total fair value of the RSUs and RSAs granted was approximately $
million which was determined using the fair value of the quoted market price on the date of grant. Total compensation expense under
the Amended 2020 Plan RSUs and RSAs above was approximately $
million and $
million for the three months ended March 31, 2026 and 2025, respectively, with unamortized expense remaining of approximately $
| 20 |
RSUs and RSAs (outside of our Amended 2020 Plan)
RSUs and RSAs Unvested Number of Shares | ||||
| Balance at December 31, 2025 | ||||
| Granted | ||||
| Vested | ||||
| Balance at March 31, 2026 | ||||
Total
compensation expense for RSUs and RSAs outside of the Amended 2020 Plan was $ for both the three months ended March 31, 2026 and 2025,
with
Warrants
The following is a summary of outstanding and exercisable warrants activity during the three months ended March 31, 2026:
Warrants Outstanding Number of Shares | Exercise Price per Share | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price per Share | |||||||||||||
| Balance at December 31, 2025 | $ | – | years | $ | ||||||||||||
| Exercised | - | |||||||||||||||
| Cancelled/Forfeited/Expired | - | |||||||||||||||
| Balance at March 31, 2026 | $ | – | years | $ | ||||||||||||
| Exercisable December 31, 2025 | $ | – | years | $ | ||||||||||||
| Exercisable March 31, 2026 | $ | – | years | $ | ||||||||||||
Total
compensation expense on the above warrants for services was $ for both the three months ended March 31, 2026 and 2025, with
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, and RSAs amounted to $ million and $ million for the three months ended March 31, 2026 and 2025, respectively.
Such amounts are included in general and administrative expenses in the unaudited consolidated statements of operations. Unamortized
expense remaining related to RSUs was $
Basic earnings (loss) per common share (“EPS”) is based on the weighted average number of common shares outstanding during each period presented. Shares of unissued vested RSUs and RSAs are included in our calculation of basic weighted average common shares outstanding. Unvested RSUs and RSAs, convertible securities, warrants and options to purchase common stock are included as common stock equivalents only when dilutive. Potential common stock equivalents are excluded from diluted earnings per share when the effects would be antidilutive.
The Company follows the provisions of ASC 260, Diluted Earnings per Share. In computing diluted EPS, basic EPS is adjusted for the assumed issuance of all potentially dilutive securities. The dilutive effect of call options, warrants and share-based payment awards is calculated using the “treasury stock method,” which assumes that the “proceeds” from the exercise of these instruments are used to purchase common shares at the average market price for the period. The dilutive effect of traditional convertible debt and convertible preferred stock is calculated using the “if-converted method.” Under the if-converted method, securities are assumed to be converted at the beginning of the period, and the resulting common shares are included in the denominator of the diluted EPS calculation for the entire period being presented.
| 21 |
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net loss from continuing operations | $ | ( | ) | $ | ( | ) | ||
| Less: Preferred stock dividends | ( | ) | ( | ) | ||||
| Net loss from continuing operations attributable to LifeMD, Inc. common stockholders | ( | ) | ( | ) | ||||
| Net income from discontinued operations | ||||||||
| Less: Net income attributable to noncontrolling interests of discontinued operations | ||||||||
| Net income from discontinued operations attributable to LifeMD, Inc. common stockholders | ||||||||
| Net loss attributable to LifeMD, Inc. common stockholders | $ | ( | ) | $ | ( | ) | ||
Basic loss per share is the same as diluted net loss per share attributable to common stockholders for the three months ended March 31, 2026 and 2025, because the inclusion of potential shares of common stock would have been anti-dilutive. The following table discloses the securities that were not included in the computation of diluted net earnings (loss) per share as their inclusion would have been anti-dilutive:
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| RSUs and RSAs | ||||||||
| Stock options | ||||||||
| Warrants | ||||||||
| Convertible long-term debt | ||||||||
| Total | ||||||||
NOTE 11 – LEASES
The Company leases office spaces domestically under operating leases including: (1) the Company’s headquarters in New York, New York for which the lease expires in 2028, (2) a marketing and sales center in Huntington Beach, California for which the lease expires in 2027, (3) a patient care center in Greenville, South Carolina for which the lease expires in 2032, with an additional five year option to extend, for which the Company expects to utilize, and (4) a warehouse and pharmacy operations center in Lancaster, Pennsylvania for which the lease expires in 2029, with an additional five year option to extend, for which the Company expects to utilize.
The following is a summary of the Company’s operating right-of-use assets and operating lease liabilities as of March 31, 2026:
| Right-of-use assets | $ | |||
| Current operating lease liabilities | $ | |||
| Noncurrent operating lease liabilities | $ |
The table below reconciles the undiscounted future minimum lease payments under the above noted operating leases to the total operating lease liabilities recognized on the unaudited consolidated balance sheet as of March 31, 2026:
| Remaining portion of fiscal year 2026 | $ | |||
| Fiscal year 2027 | ||||
| Fiscal year 2028 | ||||
| Fiscal year 2029 | ||||
| Fiscal year 2030 | ||||
| Thereafter | ||||
| Less: imputed interest | ( | ) | ||
| Present value of operating lease liabilities | $ | |||
| 22 |
Operating
lease expenses were approximately $
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash paid for operating lease liabilities | $ | $ | ||||||
Supplemental balance sheet information related to operating lease liabilities consisted of the following:
March 31, 2026 | December 31, 2025 | |||||||
| Weighted average remaining lease term in years | ||||||||
| Weighted average discount rate | % | % | ||||||
NOTE 12 - COMMITMENTS AND CONTINGENCIES
Purchase Commitments
Many
of the Company’s vendors require product deposits when a purchase order is placed for goods or fulfillment services related to
inventory requirements. The Company’s history of product deposits with its inventory vendors, creates an implicit purchase commitment
equaling the total expected product acceptance cost in excess of the product deposit. As of March 31, 2026, the Company approximates
its implicit purchase commitments to be $
Legal Matters
In the normal course of business operations, the Company may become involved in various legal matters. As of March 31, 2026, other than as set forth below, the Company’s management does not believe that there are any potential legal matters that could have a material adverse effect on the Company’s consolidated financial position.
On August 27, 2025, a purported shareholder filed a putative class action complaint in the United States District Court for the Eastern District of New York (“EDNY”) against the Company, the Company’s Chief Executive Officer, Mr. Schreiber, and the Company’s former Chief Financial Officer, Mr. Benathen, (collectively, the “Defendants”), captioned Johnston v. LifeMD, Inc., et al., Case No. 25-cv-04761, alleging: (i) violations of Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 promulgated thereunder by the Defendants for making false and misleading statements; and (ii) violations of Section 20(a) of the Exchange Act by the individual officer defendants as alleged control persons. On October 24, 2025, the EDNY granted the joint motion to transfer the class action complaint from the EDNY to the United States District Court for the Southern District of New York (“SDNY”). On November 24, 2025, the SDNY appointed a Lead Plaintiff. On January 30, 2026, the Lead Plaintiff filed an amended complaint. Defendants filed a motion to dismiss the amended complaint on March 27, 2026; Lead Plaintiff’s opposition is due on May 15, 2026; and Defendants’ reply brief is due on June 12, 2026.
In the months following filing of the class action complaint, four putative shareholder derivative complaints were filed, captioned: (i) Greenberg v. Schreiber et al., Case No. 25-cv-5075 (EDNY), (ii) Poulos v. Schreiber et al., Case No. 25-cv-5197 (EDNY), (iii) Shibata v. Schreiber et al., Case No. 25-cv-5284-JMW (EDNY) and (iv) Ellis v. Schreiber, et al. 125-cv-09343 (SDNY). These complaints alleged violations of Section 14(a) of the Exchange Act, breach of fiduciary duties, aiding and abetting breaches of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and violations of Exchange Act Sections 10(b) and 21D by the Company’s officers and directors. The shareholder derivative complaints are based primarily on the same alleged conduct underlying the class action complaint described above, and seek damages in an unspecified amount and other relief. On December 11, 2025, the three derivative actions filed in the EDNY were consolidated and stayed pending a ruling on the motion to dismiss in the securities class action, including any related appeals. On December 17, 2025, the derivative action filed in the SDNY was stayed on the same terms. While the Company does not believe that any of the class action or shareholder derivative complaints will have a material adverse effect on the Company’s business, results of operations and financial condition, failure to obtain a favorable resolution of these complaints could have such a material adverse effect.
NOTE 13 – RELATED PARTY TRANSACTIONS
WorkSimpli Software
During
the three months ended March 31, 2025, the Company utilized CloudBoson Technologies Pvt. Ltd. (“CloudBoson”), formerly LegalSubmit
Pvt. Ltd. (“LegalSubmit”), a company owned by WorkSimpli’s Chief Software Engineer, to provide software development
services. CloudBoson ceased to be a related party of the Company on November 4, 2025. The Company paid CloudBoson a total of approximately
$
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Consulting Agreements
On
May 30, 2023, Will Febbo, a member of the Board, entered into a consulting services agreement with the Company, pursuant to which he
provides certain investor relations and strategic business development services, in consideration for RSUs, which vested in quarterly
installments from August 30, 2023 through November 30, 2024. The Company issued RSUs, with a fair value of $
On June 14, 2023, Naveen Bhatia, a former member of the Board, entered into a consulting services agreement with the Company, pursuant to which Mr. Bhatia provided certain investor relations and strategic business development services, in consideration for RSUs, which vested in six-month installments from June 14, 2023 through December 31, 2024. The Company issued RSUs, with a fair value of $ thousand, related to this agreement during the three months ended March 31, 2025. On January 24, 2025, Mr. Bhatia entered into another consulting services agreement with the Company, pursuant to which Mr. Bhatia provides certain strategic business development services, in consideration for RSUs, of which RSUs vested on the execution of the agreement and RSUs will vest on the one-year anniversary of the agreement. The Company issued RSUs, with a fair value of $ thousand, related to this agreement during the three months ended March 31, 2026.
Employment Agreement
Effective
May 1, 2024, Brian Schreiber, Logistics & Fulfillment Advisor, and a relative of the Company’s Chief Executive Officer, entered
into an amended employment agreement. Mr. Schreiber’s compensation package was adjusted to reflect the increased scope of his responsibilities.
The compensation adjustment, approved by the Compensation Committee of the Board, included an annual base salary increase to $
On July 15, 2025, the Company entered into an amendment to the bonus agreement with Mr. Schreiber dated August 16, 2017. The amendment modifies the performance-based vesting conditions of a previously granted stock option award for common shares, by replacing pre-tax earnings targets with Adjusted EBITDA target, which is a performance measure used in other employee bonus agreements. All other material terms of the original agreement remain unchanged. The Company recorded stock-based compensation expense related to this amendment of $ thousand during the year ended December 31, 2025, with additional expense recognized during the three months ended March 31, 2026.
NOTE 14 – INCOME TAXES
The Company incurred a pre-tax loss for the three months ended March 31, 2026. As such, the Company recorded no provision for income taxes. Additionally, the Company expects to incur a pre-tax loss for the year ended December 31, 2026. The Company maintains a full valuation allowance against its deferred tax assets, as it is not more-likely-than-not that such assets will be realized. Accordingly, no current or deferred income tax expense or benefit was recorded for the three months ended March 31, 2026.
The Company evaluates the realizability of its deferred tax assets on a quarterly basis. Management assessed the need for a valuation allowance as of March 31, 2026 and concluded that a full valuation allowance continues to be required based on cumulative losses and the forecasted loss for the year ended December 31, 2026. There were no discrete income tax items recorded during the three months ended March 31, 2026.
NOTE 15 – SEGMENTS
The Company’s portfolio of brands within continuing operations are managed as asingle operating segment on a consolidated basis. Our CODM is our Chief Executive Officer. The CODM uses net income or loss to determine segment profitability in order to assess performance and allocate resources.
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Relevant segment data for the three months ended March 31, 2026 and 2025 is as follows:
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Telehealth revenue, net | $ | $ | ||||||
| Significant Segment Expenses: | ||||||||
| Cost of telehealth revenue | ||||||||
| Selling and marketing expenses | ||||||||
| Payroll expenses | ||||||||
| Merchant processing fees | ||||||||
| Other general and administrative expenses | ||||||||
| Other segment items(1) | ||||||||
| Segment operating loss | ( | ) | ( | ) | ||||
| Interest income (expense), net | ( | ) | ||||||
| Loss from continuing operations before income taxes | ( | ) | ( | ) | ||||
| Income tax provision | ||||||||
| Net loss from continuing operations | $ | ( | ) | $ | ( | ) | ||
| (1) |
Total
expenditures for purchases of capitalized software and equipment, which are reported on the Company’s unaudited consolidated statements
of cash flows totaled $
NOTE 16 – SUBSEQUENT EVENTS
Stock Issued for Service
In
April 2026, the Company issued shares of common stock related to vested restricted stock with a total fair value of $
| 25 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Note Regarding Forward-Looking Statements
The following discussion should be read in conjunction with the financial statements and related notes contained elsewhere in this Quarterly Report on Form 10-Q. Certain statements made in this discussion are “forward-looking statements” within the meaning of 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by the Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used herein, the words “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to the Company’s business, industry, and the Company’s operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ materially from those anticipated, believed, estimated, expected, intended, or planned.
Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.
Risk factors include, by way of example and without limitation:
| ● | changes in the market acceptance of our products; |
| ● | the impact of competitive products and pricing; |
| ● | our ability to successfully commercialize our products on a large enough scale to generate profitable operations; |
| ● | our ability to maintain and develop relationships with customers and suppliers; |
| ● | our ability to respond to new technological developments quickly and effectively, including applications and risks of artificial intelligence (“AI”); |
| ● | our ability to prevent, detect and remediate cybersecurity incidents; |
| ● | our ability to protect our trade secrets or other proprietary rights, operate without infringing upon the proprietary rights of others and prevent others from infringing on our proprietary rights; |
| ● | our ability to successfully acquire, develop or commercialize new products and equipment; |
| ● | our ability to collaborate successfully with other businesses and to integrate acquired businesses or new brands; |
| ● | supply chain constraints or difficulties; |
| ● | current and potential material weaknesses in our internal control over financial reporting; |
| ● | our need to raise additional funds in the future; |
| ● | our ability to successfully recruit and retain qualified personnel; |
| ● | the impact of industry regulation, including regulation of compounded medications, insurance claims, privacy and digital healthcare; |
| ● | general economic and business conditions, including inflation, slower growth or recession; |
| ● | changes in the political or regulatory conditions in the markets in which we operate; and |
| ● | business interruptions resulting from geo-political actions, including war, and terrorism or disease outbreaks. |
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, or performance. Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission (“SEC”). We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time except as required by law. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions.
Business Overview
LifeMD is a patient-centric, direct-to-patient healthcare company providing a high-quality, cost-effective, and convenient way for patients to access virtual medical care and pharmacy services. We believe the traditional healthcare model requiring patients to visit a physician’s office, travel to a retail pharmacy, and return for follow-up appointments or prescription refills is complex, inefficient, and costly which can discourage individuals from seeking necessary medical care and medications. At the same time, the United States (“U.S.”) continues to experience shortages in primary care key specialty areas.
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Through our vertically integrated care model, we combine proprietary technology, affiliated clinical services, pharmacy infrastructure, and artificial intelligence (“AI”)-enabled operational systems to deliver longitudinal care at scale. Our mission is to empower individuals to live healthier lives by expanding access to high-quality virtual and in-home healthcare services. We believe our success is driven by an exceptional patient experience, our affiliated medical group comprised of high-quality and dedicated providers, and our vertically integrated care platform.
As of March 31, 2026, LifeMD served over 365,000 active patient subscribers across a range of healthcare needs, including primary care, men’s and women’s health, hormone health, weight management, insomnia, dermatology and cardiology. We provide virtual clinical services as well as prescription and over-the-counter (“OTC”) treatments, when medically appropriate.
Our virtual primary care services are primarily offered through a subscription model. Since inception, we have served approximately 1,492,000 patients and customers, expanding access to convenient, and high-quality healthcare.
Our End-to-End Telehealth Platform
LifeMD has developed a proprietary, fully integrated telehealth and pharmacy platform designed to support diagnosis, treatment, prescription fulfillment, and ongoing care management within a unified ecosystem. We believe this vertical integration differentiates LifeMD from point-solution telehealth providers and enables us to deliver more cohesive patient experiences for patients electing to utilize our affiliated pharmacy while maintaining clinical rigor and operational efficiency.
Our telehealth technology platform is continually optimized to serve more patients, and this flexible infrastructure can be repurposed for a variety of existing or future telehealth offerings. Further, this platform allows for rapid development and the scale up of new telehealth offerings as we identify attractive opportunities. Our platform integrates core capabilities, including:
| ● | A 50-state affiliated provider network; | |
| ● | A nationwide pharmacy network; | |
| ● | A wholly-owned commercial pharmacy; | |
| ● | Nationwide laboratory and diagnostic integrations; | |
| ● | A fully integrated patient care center; | |
| ● | A direct-to-patient marketing infrastructure for acquisition and retention; and | |
| ● | AI-enabled clinical and operational technologies. |
Through our desktop and mobile applications, patients move seamlessly from onboarding and consultation to prescription fulfillment and longitudinal care. We continue to augment our platform with new features selected to better serve our patients.
In June 2024, we began accepting commercial and government health insurance for our virtual primary care services, including obesity-related care for medically qualified patients. As of March 31, 2026, our network covered approximately 112 million lives, including approximately 30 million Medicare Fee-for-Service beneficiaries. By June 1, 2026, we expect to expand coverage to approximately 230 million lives, representing approximately 80% of commercially insured lives in the U.S., 70% of Medicare Advantage beneficiaries, and Medicare Fee-for-Service beneficiaries.
Affiliated Provider Network
Care delivery across the LifeMD platform is supported by an affiliated 50-state medical group composed of licensed physicians and nurse practitioners. A significant portion of this network consists of full-time providers dedicated to LifeMD’s platform and clinical protocols. Our providers deliver synchronous and asynchronous virtual consultations across primary care, chronic disease management, metabolic health, hormone optimization, behavioral health, and other specialty programs. Clinical workflows are supported by our integrated EMR system, case-load balancing algorithms, secure communications infrastructure, and prescription management tools. We believe that maintaining a dedicated affiliated provider network, integrated directly into our proprietary systems, enables consistent clinical standards, operational efficiency, and scalable care delivery across multiple specialty verticals.
Patient Care Center
We have an internal patient care center staffed by LifeMD employees to support clinical coordination and customer experience functions. The patient care center provides hands-on support throughout the patient journey, including care coordination, onboarding assistance, follow-up communication, and general support services. This infrastructure is designed to enhance accessibility, improve continuity of care, and support retention within our subscription-based model. We believe the integration of our patient care center with our technology platform strengthens patient engagement, supports adherence to prescribed therapies, and contributes to sustained patient satisfaction as we scale.
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Our proprietary technology platform integrates:
| ● | Scheduling across a national provider network; | |
| ● | Secure patient-provider communications; | |
| ● | Case-load balancing algorithms; | |
| ● | Clinical documentation and EMR functionality; and | |
| ● | Prescription management. |
These features support longitudinal care relationships and subscription-based models.
Pharmacy and Fulfillment
To support our telehealth brands, in November 2024 we announced the opening of a state-of-the-art wholly-owned affiliated commercial pharmacy, marking an important milestone in creating a fully integrated, end-to-end telehealth platform. This 22,500-square-foot facility, located in Lancaster, PA and designed to fill up to 5,000 daily prescriptions, allows us to offer patients a more cohesive care journey for relevant conditions from initial consultation to prescription fulfillment within a single integrated ecosystem. In September 2025, we expanded our pharmacy to include advanced non-sterile compounding capabilities for oral and topical medications, so that we could deliver tailored therapies designed to meet evolving patient needs while improving efficiency and reducing reliance on third-party providers.
AI and Data Infrastructure
We have been an early adopter of AI and large language models (“LLMs”) to integrate and analyze data across the Company. These technologies support clinical operations, product development, customer service, and internal workflows. We believe these capabilities have the potential to significantly improve operational efficiency, reduce costs, and increase the agility of our technology, products, operations, and medical teams, if we are able to mitigate accompanying risks addressed under “Risk Factors.”
Our Brands and Specialty Care Programs
We operate three consumer healthcare brands focused on largely unaddressed or underserved healthcare needs.
| 1) | LifeMD |
The LifeMD brand is our flagship virtual primary care and specialty platform, having served over 514,000 customers and patients to date. This brand provides patients with access to affiliated high-quality providers for their urgent care and chronic care needs. The LifeMD brand is a mobile-first full-service destination that provides seamless access to comprehensive virtual medical care including on-demand consultations and treatment, prescription medications, diagnostics and imaging, wellness coaching, integration with in-home tools and more. This offering is also supported by partnerships that provide our patients with benefits such as substantial discounts on lab work and direct integrations and collaborations with pharmaceutical manufacturers that offer patients convenient and affordable access to important medications. The LifeMD brand addresses high-growth and historically underserved healthcare verticals through defined specialty care programs as noted below.
Weight Management
Our Weight Management Program, launched in April 2023 with a focus on GLP-1 medications, provides primary care, metabolic coaching, lab work and prescription services (as appropriate) to patients seeking to access a medically supported weight loss solution. In September 2024, we expanded our Weight Management Program to offer personalized, non-GLP-1 treatment plan consisting of three oral medications – metformin, bupropion, and topiramate – which is expected to grow the program’s addressable market. Since inception, our Weight Management Program has grown exponentially to over 98,000 patient subscribers as of March 31, 2026.
As part of our commitment to increasing access to branded prescription GLP-1 medications, we have developed an electronic benefits verification program that allows patients to check pharmacy benefits verification upon enrolling in a LifeMD virtual care program. Secondly, we have partnered with an AI-powered platform that optimizes prior authorization submissions and aims to improve approval rates for patients. Thirdly, we have established direct integrations with branded manufacturers who are also committed to lower cost offerings. These enhancements are designed to minimize delays in care, reduce barriers to accessing brand-name medications, and ensure that a broader range of patients can benefit from the LifeMD brand’s offerings.
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Women’s Health
LifeMD’s women’s health platform with a focus on perimenopause and menopause, bone health, and hormone optimization. Women’s health conditions often require multi-year, longitudinal management. Our platform is designed to provide continuous, coordinated care across a woman’s lifespan, supported by:
| ● | Highly specialized providers; | |
| ● | In-Home and remote diagnostics; | |
| ● | Generic and compounded medications; | |
| ● | Supplements; | |
| ● | Diet and lifestyle education and support; and | |
| ● | Community. |
As we expand this platform and shape our strategy, we are engaging with renowned specialists in their field, including a focus on menopause and osteoporosis. We feel LifeMD is uniquely positioned to provide continuous support throughout a woman’s lifespan with our holistic, personalized and accessible care philosophy.
Behavioral Health
LifeMD’s behavioral health program provides teletherapy, psychiatry, and medication management for common mental health conditions. Behavioral health services are delivered through our affiliated provider network and are integrated into our longitudinal care framework. We are focused on expanding insurance coverage across commercial and government payers to reduce financial barriers and improve access. We believe behavioral health represents a significant opportunity to drive improved patient outcomes and deepen engagement within our subscription-based model. According to the National Institute of Mental Health, approximately 59.3 million adults in the U.S. were living with a mental illness in 2022, yet only 50.6% received treatment.
LifeMD+ Membership
LifeMD+ is our membership-based virtual primary care offering, providing 24/7 access to synchronous and asynchronous care for urgent care, urgent prescriptions and refills, diagnostics and more. LifeMD+ is designed to serve as an entry point into the LifeMD ecosystem, expanding customer access through both cash-pay and insurance reimbursement models. This membership forms the foundation of our subscription-based model and supports cross-vertical expansion into our specialty care programs such as weight management.
| 2) | Rex MD |
Rex MD is our men’s telehealth platform focused on conditions that are often underdiagnosed or undertreated due to stigma, inconvenience, or limited access to specialized providers. Since launch, Rex MD has served approximately 717,000 customers and patients. The platform delivers virtual diagnosis, treatment, and prescription medications for men’s health conditions including erectile dysfunction, premature ejaculation, hair loss, insomnia, weight loss and performance anxiety. Services are provided through our affiliated licensed medical providers, and prescription therapies are dispensed either through our wholly owned pharmacy or through partner pharmacies, as clinically appropriate.
Testosterone Replacement Therapy (“TRT”)
TRT represents a defined specialty care program within Rex MD and a growing focus area for the brand. Low testosterone is associated with a range of clinical symptoms, including fatigue, decreased libido, reduced muscle mass, and mood changes, and often requires longitudinal evaluation and management. Our TRT program is designed to provide comprehensive, ongoing care rather than episodic prescription access.
The program includes:
| ● | Virtual clinical evaluation and laboratory testing; | |
| ● | Diagnosis and treatment planning by affiliated providers; | |
| ● | Ongoing hormone monitoring and dosage management; and | |
| ● | Prescription fulfillment and follow-up care. |
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Because TRT typically requires continuous monitoring and long-term management, the TRT program aligns with our subscription-based care model and supports recurring patient engagement. We believe the combination of diagnostic integration, prescription management, pharmacy infrastructure, and longitudinal clinical oversight differentiates our approach from transactional telehealth offerings and positions Rex MD to address a growing segment of men seeking accessible hormone health services.
| 3) | ShapiroMD |
ShapiroMD is a legacy brand offering access to virtual medical treatment, prescription medications, patented doctor formulated OTC products, topical compounded medications, and Food and Drug Administration (“FDA”) approved medical devices treating male and female hair loss through our telehealth platform. ShapiroMD is a leading destination for hair loss treatment across the U.S. and has served over 261,000 customers and patients to date.
B2B Telehealth Partnerships
Organizations selling healthcare products face a challenging commercial landscape. Increased competition, shrinking market sizes, and challenges reaching patients via the traditional brick-and-mortar physician offices are forcing pharmaceutical, medical device, and diagnostic companies to rethink their commercial strategies and increase their focus on digital patient awareness and engagement initiatives. It is estimated that spending on digital solutions to facilitate greater access to end markets accounts for one-third of the collective $30 billion commercial spend by these companies in the U.S. We believe LifeMD’s unique telehealth technology platform and virtual care expertise is well-positioned to address the unmet needs of healthcare product companies as they relate to digital patient awareness, access to care, adherence, and compliance.
| ○ | LifeMD executed its integration with LillyDirect’s (“Lilly”) pharmacy provider, Gifthealth, to provide eligible patients with streamlined access to single-dose vials of Lilly’s prescription obesity treatment Zepbound® (tirzepatide). This integration enables a more direct pathway for patients prescribed Zepbound® through LifeMD’s virtual care platform. LifeMD established an integrated pathway within its virtual care platform to facilitate patient access to Wegovy® and Ozempic®. As part of this collaboration, LifeMD integrated with CenterWell Pharmacy, Novo Nordisk’s pharmacy partner, to support prescription fulfillment for eligible patients prescribed Wegovy® for chronic weight management and Ozempic® for type 2 diabetes. In January 2026, the Company began offering Novo Nordisk’s Wegovy® (semaglutide) pill –an oral GLP-1 therapy for chronic weight management and cardiovascular health. | |
| ○ | In May 2024, LifeMD executed a partnership agreement with Withings, Inc. (“Withings”) designed to revolutionize weight management patient care by providing LifeMD’s GLP-1 weight-loss patients with Withings advanced in-home health monitoring devices, including the Body Pro 2 scale and the BPM Connect Pro blood pressure monitor. With these devices, LifeMD is setting a new standard in virtual care by providing clinicians with near real-time and actionable patient data that can drive compliance, enhance clinical decision-making, encourage preventive healthcare and, most importantly, improve long-term outcomes. | |
| ○ | In May 2024, LifeMD launched a partnership with Ash Wellness, a leading at-home, self-collection laboratory health testing platform. Ash Wellness offers a network of over ten Clinical Laboratory Improvement Amendments (“CLIA”) and College of American Pathologists (“CAP”) certified labs, supporting over one hundred biomarkers and multiple collection methods. Application program interface and a fully white labelled experience supports a streamlined and convenient patient experience. Initially introduced as part of our Weight Management Program to monitor and qualify patients for treatment, LifeMD plans to use at-home collection testing across various clinical care scenarios, giving patients greater control over their health and making remote healthcare more inclusive. | |
| ○ | On December 11, 2023, the Company entered into a collaboration with Medifast, Inc. through and with certain of its wholly-owned subsidiaries (“Medifast”). Medifast utilizes the Company’s virtual care technology platform to provide its clients access to a clinically supported weight management program, including GLP-1 medications. Pursuant to certain agreements between the parties, Medifast paid the Company the amount of $10 million to support the collaboration, funding enhancements to the Company platform, operations and supporting infrastructure, of which $5 million was paid at the closing on December 12, 2023, $2.5 million was paid during the three months ended March 31, 2024, and the remaining $2.5 million was paid during the three months ended June 30, 2024 (the “Medifast Collaboration”). | |
| In addition, in connection with the Medifast Collaboration, the Company entered into a stock purchase agreement and registration rights agreement with Medifast’s wholly-owned subsidiary, Jason Pharmaceuticals, Inc. (“Jason Pharmaceuticals”), whereby the Company issued 1,224,425 shares of its common stock in a private placement (the “Medifast Private Placement”) at a purchase price of $8.1671 per share, for aggregate proceeds of approximately $10 million. The Company granted Jason Pharmaceuticals the right, for a period contemporaneous with the ongoing collaboration, to appoint one non-voting observer to the Board of Directors of the Company, entitled to attend Board meetings. | ||
| ○ | In September 2023, LifeMD executed a partnership agreement with ASCEND Therapeutics, LLC (“ASCEND”), a subsidiary of Besins Healthcare, and a specialty pharmaceutical company concentrating on women’s health, to provide integrated telehealth services to improve access to EstroGel®. Under the terms of the agreement, LifeMD receives fees related to certain corporate services provided to ASCEND while having our telehealth services featured on the www.estrogel.com website. |
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Results of Operations
During the three months ended September 30, 2025, the Company identified and corrected errors related to the recording of net revenue as agent in certain arrangements with the Company’s third-party pharmacy providers as well as various out-of-period amounts included in our previously issued financial statements that were deemed to be quantitatively and qualitatively immaterial, individually and in the aggregate, to the financial statements in the periods recorded or to the relevant prior periods. Information presented in the tables below for the three months ended March 31, 2025 has been revised to reflect these corrections. See Note 3—Revisions to Previously Issued Financial Statements for more details.
Our financial results for the three months ended March 31, 2026 are summarized as follows in comparison to the three months ended March 31, 2025:
| March 31, 2026 | March 31, 2025 | |||||||||||||||
| $ | % of Sales | $ | % of Sales | |||||||||||||
| Telehealth revenue, net | $ | 50,162,956 | 100.00 | % | $ | 50,887,899 | 100.00 | % | ||||||||
| Cost of telehealth revenue | 5,925,499 | 11.81 | % | 8,136,462 | 15.99 | % | ||||||||||
| Gross profit | 44,237,457 | 88.19 | % | 42,751,437 | 84.01 | % | ||||||||||
| Selling and marketing expenses | 29,874,860 | 59.56 | % | 22,272,924 | 43.77 | % | ||||||||||
| General and administrative expenses | 15,176,355 | 30.25 | % | 14,340,151 | 28.18 | % | ||||||||||
| Other operating expenses | 3,179,946 | 6.34 | % | 2,389,536 | 4.70 | % | ||||||||||
| Customer service expenses | 3,139,305 | 6.26 | % | 3,071,494 | 6.04 | % | ||||||||||
| Development costs | 1,796,063 | 3.58 | % | 1,859,049 | 3.65 | % | ||||||||||
| Total expenses | 53,166,529 | 105.99 | % | 43,933,154 | 86.34 | % | ||||||||||
| Operating loss from continuing operations | (8,929,072 | ) | (17.80 | )% | (1,181,717 | ) | (2.32 | )% | ||||||||
| Interest income (expense), net | 56,476 | 0.11 | % | (463,638 | ) | (0.91 | )% | |||||||||
| Loss from continuing operations before income taxes | (8,872,596 | ) | (17.69 | )% | (1,645,355 | ) | (3.23 | )% | ||||||||
| Income tax provision | - | - | % | - | - | % | ||||||||||
| Net loss from continuing operations | (8,872,596 | ) | (17.69 | )% | (1,645,355 | ) | (3.23 | )% | ||||||||
| Net income from discontinued operations | - | - | % | 1,993,422 | 3.92 | % | ||||||||||
| Net (loss) income | (8,872,596 | ) | (17.69 | )% | 348,067 | 0.69 | % | |||||||||
| Net income attributable to non-controlling interest of discontinued operations | - | - | % | 531,845 | 1.05 | % | ||||||||||
| Net loss attributable to LifeMD, Inc. | (8,872,596 | ) | (17.69 | )% | (183,778 | ) | (0.36 | )% | ||||||||
| Preferred stock dividends | (776,563 | ) | (1.55 | )% | (776,563 | ) | (1.53 | )% | ||||||||
| Net loss attributable to common stockholders | $ | (9,649,159 | ) | (19.24 | )% | $ | (960,341 | ) | (1.89 | )% | ||||||
Telehealth revenue, net. Telehealth revenues for the three months ended March 31, 2026 decreased by approximately 1% to approximately $50.2 million compared to approximately $50.9 million for the three months ended March 31, 2025. The decrease in revenues was attributable to a decrease in telehealth product revenue of approximately $1.0 million due to a decrease in online sales demand partially offset by an increase in telehealth subscription revenue which experienced an increase of approximately $280 thousand during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily due to an increase in online sales demand.
Cost of telehealth revenue. Cost of telehealth revenue, which primarily include product costs, pharmacy fulfilment costs, physician consult fees, and shipping costs directly attributable to our prescription and OTC products decreased by approximately 27% to approximately $5.9 million for the three months ended March 31, 2026 compared to approximately $8.1 million for the three months ended March 31, 2025. The cost of telehealth revenue decrease was due to product mix, decreased telehealth product sales volume and decreased shipping costs during the three months ended March 31, 2026 when compared to the three months ended March 31, 2025. Telehealth costs were 12% of associated telehealth revenues during the three months ended March 31, 2026 compared to 16% of associated telehealth revenues during the three months ended March 31, 2025.
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Gross profit. Gross profit increased by 3% to approximately $44.2 million for the three months ended March 31, 2026 compared to approximately $42.8 million for the three months ended March 31, 2025. Gross profit as a percentage of revenues was approximately 88% for the three months ended March 31, 2026 as compared to approximately 84% for the three months ended March 31, 2025. The increase in gross profit as a percentage of revenues was primarily due to product mix and decreased shipping costs on telehealth product revenues in the three months ended March 31, 2026.
Total expenses. Operating expenses for the three months ended March 31, 2026 were approximately $53.2 million, as compared to approximately $43.9 million for the three months ended March 31, 2025. This represents an increase of 21%, or approximately $9.2 million. The increase is primarily attributable to:
| (i) | Selling and marketing expenses: This mainly consists of online marketing and advertising expenses. During the three months ended March 31, 2026, the Company had an increase of approximately $7.6 million, or 34% in selling and marketing costs resulting from additional sales and marketing initiatives to drive the current and future periods’ sales growth primarily for telehealth subscription revenue and new telehealth offerings. This ramp up is expected to both increase and maintain sustained revenue growth in future years, based on the Company’s recurring revenue subscription-based sales model. |
| (ii) | General and administrative expenses: This category mainly consists of stock-based compensation expense, merchant processing fees, payroll expenses for corporate employees, taxes and licenses, amortization expense and legal and professional fees. During the three months ended March 31, 2026, the Company had an increase of approximately $836 thousand in general and administrative expenses, primarily related to an increase in compensation costs of $1.1 million, an accounts receivable reserve adjustment of $450 thousand recorded during the three months ended March 31, 2026, and an increase in legal and professional fees of $200 thousand. These increases were partially offset by a decrease in stock-based compensation expense of $1.1 million. |
| (iii) | Other operating expenses: This consists of rent and lease expense, insurance, office supplies and software subscriptions, royalty expense and bank charges. During the three months ended March 31, 2026, the Company had an increase of approximately $790 thousand, or 33%, primarily related to increases in software subscriptions to support the Company’s growth and compliance initiatives and an increase in depreciation expense. |
| (iv) | Customer service expenses: This consists of rent, insurance, payroll and benefit expenses related to the Company’s patient care center in South Carolina. During the three months ended March 31, 2026, the Company had an increase of approximately $68 thousand, or 2%, primarily related to increases in compensation costs. |
The above increases in expenses were partially offset by the following decrease in expenses:
| (i) | Development costs: This mainly relates to third-party technology services for developing and maintaining our online platforms. During the three months ended March 31, 2026, the Company had a decrease of approximately $63 thousand, or 3%, primarily due to lower third-party service provider costs. |
Interest income (expense), net. Interest income (expense), net consists of interest income on the Company’s cash account balances for the three months ended March 31, 2026 and interest expense on the Avenue Facility, partially offset by interest income on the Company’s cash account balances for the three months ended March 31, 2025. Interest income was approximately $56 thousand for the three months ended March 31, 2026 compared to interest expense of $464 thousand for the three months ended March 31, 2025. The Company extinguished the Avenue Facility on August 5, 2025.
Working Capital
| March 31, 2026 | December 31, 2025 | |||||||
| Current assets | $ | 51,697,046 | $ | 51,831,465 | ||||
| Current liabilities | 49,585,750 | 41,573,365 | ||||||
| Working capital | $ | 2,111,296 | $ | 10,258,100 | ||||
Working capital decreased by approximately $8.1 million during the three months ended March 31, 2026. The decrease in current assets is primarily attributable to a decrease in cash of $2.3 million, partially offset by an increase in other current assets of $1.2 million and an increase in accounts receivable of $550 thousand. Current liabilities increased by $8.0 million, which was primarily attributable to an increase in accounts payable and accrued expenses of $6.8 million and an increase in deferred revenue of $1.2 million.
Liquidity and Capital Resources
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net cash provided by operating activities | $ | 444,624 | $ | 3,068,387 | ||||
| Net cash used in investing activities | (2,056,762 | ) | (2,867,338 | ) | ||||
| Net cash used in financing activities | (696,043 | ) | (812,563 | ) | ||||
| Net decrease in cash | (2,308,181 | ) | (611,514 | ) | ||||
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Net cash provided by operating activities was approximately $445 thousand for the three months ended March 31, 2026, as compared with approximately $3.1 million for the three months ended March 31, 2025. The significant factors contributing to the net cash provided by operating activities during the three months ended March 31, 2026, include: (1) an increase in accounts payable and accrued expenses of $6.8 million, (2) $2.0 million in non-cash depreciation and amortization, (3) $1.4 million in non-cash stock-based compensation charges, and (3) an increase in deferred revenue of $1.2 million. These increases were partially offset by: (1) the Company’s net loss of $8.9 million for the three months ended March 31, 2026, (2) an increase in other current assets of $1.2 million, and (3) an increase in accounts receivable of $550 thousand. The significant factors contributing to the net cash provided by operating activities during the three months ended March 31, 2025, include: (1) $2.5 million in non-cash stock-based compensation charges and (2) $1.8 million in non-cash depreciation and amortization. These increases were partially offset by: (1) a decrease in accounts payable and accrued expenses of $2.3 million and (2) the Company’s net loss of $1.6 million for the three months ended March 31, 2025. Net cash provided by operating activities of discontinued operations was $2.8 million for the three months ended March 31, 2025.
Net cash used in investing activities for the three months ended March 31, 2026 was approximately $2.1 million, as compared with approximately $2.9 million for the three months ended March 31, 2025. Net cash used in investing activities for the three months ended March 31, 2026, was due to cash paid for capitalized software costs of approximately $2.0 million, and cash paid for the purchase of equipment of approximately $105 thousand. Net cash used in investing activities for the three months ended March 31, 2025, was due to cash paid for capitalized software costs of approximately $1.9 million, and cash paid for the purchase of equipment of approximately $118 thousand. Net cash used in investing activities of discontinued operations was $863 thousand for the three months ended March 31, 2025.
Net cash used in financing activities for the three months ended March 31, 2026 was approximately $696 thousand as compared with approximately $813 thousand for the three months ended March 31, 2025. Net cash used in financing activities for the three months ended March 31, 2026, consisted of preferred stock dividends of $777 thousand partially offset by $81 thousand of cash proceeds received from the exercise of options. Net cash used in financing activities for the three months ended March 31, 2025, consisted of preferred stock dividends of $777 thousand. Net cash used in financing activities of discontinued operations was $36 thousand for the three months ended March 31, 2025.
Liquidity and Capital Resources Outlook
To date, the Company has been funding operations primarily through cash generated from operating activities, issuance of common and preferred stock, and through loans and advances. Our primary short-term and long-term requirements for liquidity and capital are for customer acquisitions, funding business acquisitions and investments we may make from time to time, working capital including our noncancelable operating lease obligations, long-term debt obligations, capital expenditures and general corporate purposes. For more information on our operating lease obligations, see Note 11—Leases to our unaudited consolidated financial statements included in this report.
On January 2, 2026, the Company entered into a Credit Agreement (the “Credit Agreement”) with Citizens Bank, N.A. (“Citizens”), which provides for a senior secured revolving credit facility in an aggregate outstanding amount not exceeding $30 million (the “Credit Facility”) to support potential corporate development and/or shareholder value creation initiatives. The Credit Facility may be increased in the aggregate principal amount of up to $20 million on the terms and subject to the conditions described in the Credit Agreement. In connection with the Credit Agreement, among other things, the Company issued a revolving loan note to Citizens for any loans that may be made under the Credit Facility. Additionally, among other things, the Company and its subsidiaries entered into a pledge and security agreement and a guarantee agreement to provide credit support for the Credit Facility. The Credit Facility requires the Company to maintain (i) a Consolidated Leverage Ratio not to exceed 2.50 to 1.00 and (ii) a Consolidated Interest Coverage Ratio of at least 3.00 to 1.00. As of March 31, 2026, the Company was in compliance with the Consolidated Leverage Ratio covenant and was out of compliance with the Consolidated Interest Coverage Ratio covenant contained in the Credit Facility, which is the ratio of (a) the Consolidated EBIT of the Company and its Subsidiaries for the most recently completed four consecutive fiscal quarters ended March 31, 2026, to (b) Consolidated Interest Expense of the Company and its Subsidiaries for the most recently completed four consecutive fiscal quarters ended March 31, 2026, as those capitalized terms are defined in the Credit Agreement. Compliance with the Consolidated Interest Coverage Ratio was adversely impacted by an increase of approximately $7.6 million, or 34%, in selling and marketing costs during the three months ended March 31, 2026, resulting from additional sales and marketing initiatives to drive the current and future periods’ sales growth. Among its remedies, Citizens could determine that there has been an Event of Default, deny access to funds under the Credit Facility, and/or it could terminate the Credit Facility. Discussions on the terms of an amendment to the Credit Agreement or waiver of compliance with the covenant are ongoing. As of March 31, 2026 and to date, the Company had not drawn any amounts under the Credit Facility.
The Company entered into an At Market Issuance Sales Agreement (the “ATM Sales Agreement”) with B. Riley Securities, Inc. and Cantor Fitzgerald & Co. relating to the sale of its common stock. In accordance with the terms of the ATM Sales Agreement, the Company may, but is not obligated to, offer and sell, from time to time, shares of common stock, through or to the Agents, acting as agent or principal. Sales of common stock, if any, will be made by any method permitted that is deemed an “at the market offering” as defined in Rule 415 under the Securities Act. On June 7, 2024, the Company filed a shelf registration statement on Form S-3 under the Securities Act, which was declared effective on July 18, 2024 (the “2024 Shelf”). Under the 2024 Shelf at the time of effectiveness, the Company had the ability to raise up to $150.0 million by selling common stock, preferred stock, debt securities, warrants, and units including $53.3 million of its common stock under the ATM Sales Agreement. As of March 31, 2026, the Company had $44.6 million available under the ATM Sales Agreement.
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The Company expects that its existing cash as of March 31, 2026 of $34.5 million and net proceeds from the sale of common stock under the ATM Sales Agreement will be sufficient to fund our planned operating expenses and capital expenditure requirements for at least the next 12 months from the issuance date of these unaudited consolidated financial statements.
Critical Accounting Estimates
We prepare our unaudited consolidated financial statements in accordance with U.S. generally accepted accounting principles, which require our management to make estimates that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking into account our circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis.
We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. There are items within our financial statements that require estimation but are not deemed critical, as defined above.
Our significant accounting policies are more fully described in Note 2—Basis of Presentation and Summary of Significant Accounting Policies to our unaudited consolidated financial statements included in this report.
Recent Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) to improve the disclosures about a public business entity’s expenses and provide more detailed information about the types of expenses included in certain expense captions in the unaudited consolidated financial statements. In January 2025, the FASB issued ASU 2025-01, which clarifies the effective date of ASU 2024-03 for interim reporting periods. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and the amendments in this update should be applied either prospectively or retrospectively. The Company is evaluating the impact this guidance will have on the disclosures in the unaudited consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, to simplify and modernize the accounting for internal-use software costs. The amendments remove references to prescriptive software development stages and clarify that capitalization of eligible software development costs begins when management authorizes and commits to funding the project and it is probable the project will be completed, and the software will be used as intended. The amendments in this update are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual periods. Early adoption is permitted, and the guidance may be applied prospectively, retrospectively, or using a modified approach for in-process projects. The Company is evaluating the impact this guidance will have on the unaudited consolidated financial statements and related disclosures.
All other accounting standards updates that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the unaudited consolidated financial statements upon adoption.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk
Our exposure to interest rate fluctuations relate primarily to our cash accounts. We had cash totaling $34.5 million and $36.8 million, as of March 31, 2026 and December 31, 2025, respectively, which was held for working capital, capital expenditure, and general corporate purposes. As of March 31, 2026, our cash balances are comprised of interest-bearing cash accounts. We do not hold or issue financial instruments for trading or speculative purposes. Given the nature of these accounts, we do not believe there is material exposure to interest rate risk.
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosures. Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective as of March 31, 2026 due to the material weaknesses in our internal control over financial reporting described below.
In designing disclosure controls and procedures, our management is required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives.
Material Weaknesses in Internal Control over Financial Reporting
As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, we identified material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be detected or prevented on a timely basis.
We identified material weaknesses in our internal control over financial reporting as we did not:
| (i) | design and maintain effective controls related to the recording of net revenue as agent in certain arrangements with the Company’s third-party pharmacy providers. This material weakness resulted in immaterial misstatements of revenue, deferred revenue, accounts receivable and accrued expenses in the 2023 annual and the Q3 and Q4 interim financial statements. The immaterial misstatements in the 2024 annual and interim financial statements, and the Q1 and Q2 2025 interim financial statements resulted in the revision of the previously issued annual and interim consolidated financial statements. | |
| (ii) | design and maintain effective controls to verify the appropriateness of segregation of duties, including assessment of incompatible duties, identification of instances where incompatible duties were assigned to individuals, and addressing conflicts on a timely basis. This material weakness did not result in a misstatement to our interim or annual consolidated financial statements. | |
| (iii) | design and maintain effective business process controls related to Information Produced by the Entity (“IPE”) and system generated IPE. Specifically, we did not design effective controls to review and approve procedures over key information utilized in the performance of the control. This material weakness did not result in a misstatement to our interim or annual consolidated financial statements. | |
| (iv) | design and maintain effective controls over information technology (“IT”) general controls for information systems that are relevant to the preparation of our consolidated financial statements and the effectiveness of IT-dependent controls. Specifically, we did not design and maintain: (a) user access controls to ensure appropriate segregation of duties and to adequately restrict user and privileged access to appropriate personnel; (b) program change management controls to ensure that program and data changes are identified, tested, authorized and implemented appropriately; (c) computer operations controls to ensure that processing and transfer of data, and data backups and recovery are monitored; (d) program development controls to ensure that new software development is tested, authorized and implemented appropriately, and (e) review of key third-party service provider Systems and Organizational Controls (“SOC”) reports. These material weaknesses did not result in a misstatement to our interim or annual consolidated financial statements. |
Additionally, these material weaknesses could result in the misstatement of the interim or annual consolidated financial statements that would result in a material misstatement to the interim or annual consolidated financial statements that would not be prevented or detected.
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Management’s Plan to Remediate the Material Weaknesses
To remediate the material weaknesses, our management, with oversight from our audit committee, implemented a remediation plan. The Company has taken the following steps to further our remediation:
Actions taken to date:
| (i) | documented and maintained evidence of the completeness and accuracy of manually generated IPE and system generated IPE and review of controls, including focused training for process owners; | |
| (ii) | formalized user access, change management and computer operations controls of our internal information systems as well as SOC report reviews for in-scope third-party systems; | |
| (iii) | implemented focused ITGC training for key system owners; and | |
| (iv) | increased the frequency of user access reviews of our internal information systems. |
Actions still to be taken:
| (i) | modifying system reporting over revenue to ensure completeness and accuracy of information used in the calculation of revenue, deferred revenue, accounts receivable and accrued expenses for customers of a specific contract; | |
| (ii) | designing and implementing a reconciliation process over the recording of net revenue as agent in certain arrangements with the Company’s third-party pharmacy providers to ensure completeness and accuracy of information; | |
| (iii) | implementing focused user access deprovisioning training for key system owners particularly for external contractor deprovisioning; | |
| (iv) | designing policies, procedures and controls related to program development to ensure new software programs are tested, authorized and implemented appropriately, including focused training for key system owners; and | |
| (v) | designing and implementing controls over segregation of duties, including: (a) modifying and validating the journal entry approval process within the general ledger system; (b) reassigning preparation and review responsibilities over certain account reconciliations and financial statement variance analyses to ensure appropriate segregation of duties; (c) implementing controls related to the opening and closing of accounting periods to ensure there are independent reviews and approvals in place; (d) implementing independent review controls over vendor master data, and (e) implementing review controls over chart of account modifications. |
These material weaknesses will not be remediated until all of the related control activities have been fully designed, implemented and operating effectively for a sufficient period of time.
The Company has invested significantly in our IT environment, enhanced key ITGCs, improved documentation and review of IPE, strengthened oversight of third-party service providers, and implemented additional monitoring activities across several control areas. Management believes these efforts will support the continued execution of the remediation plan in 2026.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the ordinary course of our operations, we become involved in ordinary routine litigation incidental to the business. Material proceedings are described under Note 12, “Commitments and Contingencies” to the unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q.
ITEM 1A. RISK FACTORS
An investment in the Company’s common stock involves a number of very significant risks. You should carefully consider the risk factors included in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 10, 2026, in addition to other information contained in our reports and in this quarterly report in evaluating the Company and its business before purchasing shares of our common stock. There have been no material changes to our risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2025. The Company’s business, operating results and financial condition could be adversely affected due to any of those risks.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following disclosures set forth certain information with respect to all securities sold by the Company during the three months ended March 31, 2026 without registration under the Securities Act:
On January 1, 2026, January 7, 2026, March 6, 2026 and March 30, 2026, the Company issued 83,000, 3,000, 50,000 and 150,000 shares, respectively, of common stock for services, including vested restricted stock to employees and consultants.
The above transactions did not involve any underwriters, underwriting discounts or commissions, or any public offering. The Company relied upon the exemption from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof and/or Regulation D promulgated by the SEC under the Securities Act.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
# Indicates management contract or compensatory plan, contract or arrangement.
* Filed herewith.
**Furnished herewith
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
LIFEMD, INC.
| By: | /s/ Justin Schreiber | |
| Justin Schreiber | ||
Chief Executive Officer and Chairman of the Board of Directors (principal executive officer) |
||
| Date: | May 6, 2026 | |
| By: | /s/ Atul Kavthekar | |
| Atul Kavthekar | ||
Chief Financial Officer (principal financial officer) |
||
| Date: | May 6, 2026 | |
| By: | /s/ Maria Stan | |
| Maria Stan | ||
Chief Accounting Officer and Controller (principal accounting officer) |
||
| Date: | May 6, 2026 |
| 39 |
Exhibit 10.3
Exhibit 10.4
Exhibit 31.1
LIFEMD, INC.
CEO CERTIFICATE
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Justin Schreiber, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of LifeMD, Inc. for the period ended March 31, 2026; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: | May 6, 2026 | |
| By: | /s/ Justin Schreiber | |
| Name: | Justin Schreiber | |
| Title: | Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
LIFEMD, INC.
CFO CERTIFICATE
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Atul Kavthekar, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of LifeMD, Inc. for the period ended March 31, 2026; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: | May 6, 2026 | |
| By: | /s/ Atul Kavthekar | |
| Name: | Atul Kavthekar | |
| Title: | Chief Financial Officer (Principal Financial Officer) |
Exhibit 32.1
LIFEMD, INC.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. |
| Date: | May 6, 2026 | |
| By: | /s/ Justin Schreiber | |
| Name: | Justin Schreiber | |
| Title: | Chief Executive Officer (Principal Executive Officer) |
Exhibit 32.2
LIFEMD, INC.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. |
| Date: | May 6, 2026 | |
| By: | /s/ Atul Kavthekar | |
| Name: | Atul Kavthekar | |
| Title: | Chief Financial Officer (Principal Financial Officer) |