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): February 18, 2021

 

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.)

 

800 Third Avenue, Suite 2800

New York, NY 10022

(Address of principal executive offices, including zip code)

 

(866) 351-5907

(Registrant’s telephone number, including area code)

 

Conversion Labs, Inc.

(Former Name or Former Address, if Changed Since Last Report)

 

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   LFMD   The Nasdaq Stock Market LLC

 

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On February 18, 2021, LifeMD, Inc., formerly known as Conversion Labs, Inc., a Delaware corporation (the “Company”), filed a Certificate of Amendment (the “Certificate of Amendment”) to its Certificate of Incorporation (as amended, the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect a change of the Company’s name from “Conversion Labs, Inc.” to “LifeMD, Inc.” effective as of February 19, 2021 (the “Name Change”). The Name Change was approved by the Company’s Board of Directors on February 16, 2021. Under Section 242 of the Delaware General Corporation Law, the Name Change does not require stockholder approval. The Name Change does not affect the rights of the Company’s security holders. There were no other changes to the Company’s Certificate of Incorporation in connection with the Name Change. A copy of the Certificate of Amendment is filed as Exhibit 3.1 hereto and incorporated by reference herein.

 

Item 7.01. Regulation FD Disclosure.

 

Effective February 22, 2021, the trading symbol for the Company’s common stock, par value $0.01 per share on The Nasdaq Stock Market LLC will be “LFMD” (the “Symbol Change”). The Company’s new CUSIP number is 53216B104.

 

On February 22, 2021, the Company issued a press release announcing the Name Change and the Symbol Change. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Exhibits.

 

(d) Exhibits

 

Exhibit No.   Exhibit
3.1   Certificate of Amendment
99.1   Press Release

 

 
 

 

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: February 22, 2021 By: /s/ Justin Schreiber
   

Justin Schreiber

Chief Executive Officer

 

 

 

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF INCORPORATION

OF CONVERSION LABS, INC.

 

Pursuant to the provisions of Section 242 of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), Conversion Labs, Inc., a corporation organized and existing under and by virtue of the DGCL (the “Corporation”), does hereby certify:

 

FIRST: that by unanimous written consent of the Board of Directors of Conversion Labs, Inc., dated February 16, 2021 and executed in accordance with Section 141(f) of the DGCL, resolutions were duly adopted setting forth a proposed amendment of the Amended Certificate of Incorporation of the Corporation to change the Corporation’s name from “Conversion Labs, Inc.” to “LifeMD, Inc.”, declaring said amendment to be advisable and in the best interest of the Corporation and its stockholders. The resolution setting forth the proposed amendment is as follows:

 

RESOLVED, That the Amended Certificate of Incorporation of this Corporation be amended by amending Article 1 so that, as amended, said Article shall be and read as follows:

 

Article 1: the name of the Corporation has been changed to: LifeMD, Inc.

 

SECOND: that said amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.

 

THIRD: that said amendment shall be effective at 4:01 p.m. (Eastern Time) on February 19, 2021.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its officer thereunto duly authorized this 17th day of February 2021.

 

  CONVERSION LABS, INC.
     
  By: /s/ Justin Schreiber
  Name: Justin Schreiber
  Title: Chief Executive Officer

 

     

 

 

 

Exhibit 99.1

 

 

Conversion Labs Begins Trading Under New Company Name, LifeMD, and Ticker Symbol, LFMD

 

NEW YORK, NY, February 22, 2021 — Conversion Labs, Inc. (NASDAQ: CVLB) (NASDAQ: LFMD), a leading direct-to-patient telehealth company, will begin trading at the opening of the market today under its new name, LifeMD, Inc., and Nasdaq ticker symbol, LFMD. The stock’s new CUSIP number will be 53216B 104.

 

“Our new name reflects our evolution from a healthcare-focused performance marketing business into a leading provider of personalized, direct to patient telehealth services,” stated Justin Schreiber, LifeMD’s co-founder and CEO.

 

“Our vision is to radically change healthcare by making access to the best physicians and prescription medications easily accessible, convenient, and affordable. From discreetly treating men’s sexual health to providing long term concierge care, we believe we can dramatically improve the health and happiness of countless Americans.”

 

The new name also heralds the upcoming official launch of LifeMD™, the company’s new subscription-based primary care and concierge service designed to positively transform the healthcare experience.

 

Stefan Galluppi, company co-founder and chief technology officer, commented: “As one of the earliest and now largest players in the telemedicine space, we have been able to capitalize on the major paradigm shift in healthcare. Much of this has been made possible by advancements in digital health technology, and now the widespread increasing demand for virtual healthcare services.

 

“As now LifeMD, we will focus on scaling the size and reach of our digital health ecosystem, including expanding our suite of telehealth brands for men and women that will be offered through our new digital health concierge service.”

 

The company recently introduced a new subscription-based service for its popular Shapiro MD hair products for men and women like it did for its Rex MD product line early last year. The company is also set to launch Nava MD, a new teledermatology brand for women delivered by a patented and clinically proven OTC technology platform.

 

LifeMD earlier announced its preliminary results for 2020, reporting revenue up 205% to $38.0 million. Record sales in the month of December ended the year at an annualized revenue run-rate of more than $60 million. Annual recurring revenue (ARR) generated by subscriptions is expected to total $26.0 million at yearend 2020, up 525% year-over-year.

 

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About LifeMD

 

LifeMD, Inc. (formerly Conversion Labs) is a leading telehealth company offering a full portfolio of direct-to-patient products and services. The company combines virtual medical treatment with prescription medications and unique over-the-counter products. LifeMD’s network of licensed physicians offers telemedicine services and direct-to-consumer pharmacy to consumers across the U.S. To learn more, go to LifeMD.com.

 

About Annual Recurring Revenue

 

The company calculates its annual recurring revenue (ARR) by multiplying by 12 the monthly sum of revenue attributed exclusively to automatic subscription sales from customers that are engaged in the company’s rebill structure as it applies to its main brands: Shapiro MD, Rex MD and PDFSimpli. In the company’s calculation of ARR, it does not consider single sales from customers that repurchase its products through the company’s standard checkout pages, Amazon Marketplace or involving the assistance of a customer service representatives. It also does not include revenue from the initial purchase of a new subscriber.

 

Important Cautions Regarding Forward-Looking Statements

 

This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things our plans, strategies and prospects — both business and financial. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Many of the forward-looking statements contained in this news release may be identified by the use of forward-looking words such as “believe,” “expect,” “anticipate,” “should,” “planned,” “will,” “may,” “intend,” “estimated,” and “potential,” among others. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this news release include market conditions and those set forth in reports or documents that we file from time to time with the United States Securities and Exchange Commission. All forward-looking statements attributable to LifeMD, Inc. or a person acting on its behalf are expressly qualified in their entirety by this cautionary language.

 

LifeMD™, Veritas MD™, Shapiro MD™, Rex MD™ and Nava MD™ are trademarks of LifeMD. All other trademarks are the property of their respective owners.

 

Company Contact

 

LifeMD, Inc.

Email Contact

 

Media and Investor Relations Contact

 

Ron Both or Grant Stude

CMA Investor Relations

Tel (949) 432-7566

Email Contact

 

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