UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

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

If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), please check the following box. [X]

If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), please check the following box. [  ]

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. [  ]

Securities Act registration statement number or Regulation A offering statement number to which this form relates: (if applicable): Not applicable

Securities to be registered pursuant to Section 12(g) of the Act: None.

This registration statement relates to the registration with the Securities and Exchange Commission (the “Commission”) of shares of common stock, par value $0.01 (the “Common Stock”) of Conversion Labs, Inc. (the “Registrant. The description of the Common Stock being registered pursuant to this Form 8-A that is set forth under the heading “Description of Capital Stock” in the prospectus contained in the Registrant’s Registration Statement on Form S-1 (Registration No. 333- 250985), as initially filed with the Commission on November 25, 2020, and as may be subsequently amended (the “Registration Statement”), is incorporated by reference into this Form 8-A.

Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.

Pursuant to the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on The Nasdaq Stock Market LLC, and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.