UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Perpetual Preferred Stock, par value $0.0001 per share |
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Resignation
Effective November 8, 2023, Bertrand Velge voluntarily resigned from his position as a member of the board of directors (the “Board”) of LifeMD, Inc. (the “Company”). Mr. Velge did not resign as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Long-Term Incentive Awards
Effective November 13, 2023, Chairman and Chief Executive Officer Justin Schreiber entered into a First Amendment to his Employment Agreement with LifeMD, Inc. (the “Company”). Mr. Schreiber received the following awards pursuant to the First Amendment: (i) 50,000 restricted shares of common stock, vesting on January 1, 2024; and (ii) a conditional grant of 50,000 shares of common stock, to be granted no later than November 13, 2024, subject to the availability of shares in the Company’s 2020 Equity and Incentive Plan, as amended, and subject to Mr. Schreiber having not been previously been terminated by the Company.
Any change in control of the Company will be contingent upon the concurrent award of the grant, described in (ii) above, as part of the closing. The awards may be forfeited for certain misconduct, in the sole discretion of the Board. In the event of a termination without cause or for good reason, or in the event of a change in control, 100% of awards granted will vest immediately.
The foregoing description of the long-term incentive awards does not purport to be complete and is qualified in its entirety by reference to Mr. Schreiber’s Employment Agreement and its First Amendment and the related Restricted Stock Award Agreement, which are filed as exhibits to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit | |
| 10.1 | Employment Agreement dated April 1, 2022 between Justin Schreiber and LifeMD, Inc. | |
| 10.2 | First Amendment dated November 13, 2023 to the Employment Agreement between Justin Schreiber and LifeMD, Inc. | |
| 10.3 | Restricted Stock Award Agreement dated November 13, 2023 between Justin Schreiber and LifeMD, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: | November 14, 2023 | By: | /s/ Eric Yecies |
| Eric Yecies | |||
| Chief Legal Officer and General Counsel | |||