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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 16, 2023

 

LIFEMD, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware   001-39785   76-0238453

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

236 Fifth Avenue, Suite 400

New York, NY 10001

(Address of principal executive offices, including zip code)

 

(866) 351-5907

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.01 per share   LFMD   The Nasdaq Capital Market
Series A Cumulative Perpetual Preferred Stock, $0.0001 per share   LFMDP   The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 
 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On June 16, 2023, LifeMD, Inc. (the “Company”) held an annual meeting of stockholders (the “Annual Meeting”). A majority in interest of all stock issued, outstanding and entitled to vote at the Annual Meeting were present in person or by proxy, thereby constituting a quorum.

 

The matters voted upon and approved by the Company’s stockholders were:

 

  (1) The election of nine directors to serve until the next annual meeting of stockholders and until their respective successors shall have been duly elected and qualified (“Proposal 1”).
     
  (2) The ratification of the selection of Marcum LLP as LifeMD’s independent registered public accounting firm for the fiscal year ending December 31, 2023 (“Proposal 2”).

 

The following is a summary of the voting results for each matter presented to the stockholders:

 

Proposal 1:

 

Director’s Name   Votes For   Votes Withheld   Broker Non-Votes
Justin Schreiber   12,845,743   1,050,026   7,226,789
Stefan Galluppi   12,844,346   1,051,423   7,226,789
Naveen Bhatia   12,847,245   1,048,524   7,226,789
Joseph DiTrolio   12,481,019   1,414,750   7,226,789
Roberto Simon   11,245,842   2,649,927   7,226,789
John Strawn, Jr.   11,254,813   2,640,956   7,226,789
Bertrand Velge   11,258,383   2,637,386   7,226,789
Robert Jindal   13,034,725   861,044   7,226,789
Joan LaRovere   13,029,312   866,457   7,226,789

 

Proposal 2:

 

Votes For   Votes Against   Votes Abstained   Broker Non-Votes
20,184,888   329,773   607,897   N/A

 

All Proposals were approved.

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    LIFEMD, INC.
       
Dated:  July 7, 2023 By: /s/ Eric Yecies
      Eric Yecies
      General Counsel and Chief Compliance Officer