SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): April 15, 2021
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction
800 Third Avenue, Suite 2800
New York, NY 10022
(Address of principal executive offices, including zip code)
(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|
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 8.01 Other Events.
On April 15, 2021, the Company issued a press release announcing that its outside legal counsel is investigating the source of false claims made against the Company and its present and former officers in an unsigned note posted on the website of a purported research firm, and that the Company will soon provide a public response to such claims. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated in this Item 8.01 in its entirety by reference.
Item 9.01. Exhibits.
|99.1||Press Release, dated April 15, 2021|
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.
|Dated:||April 15, 2021||By:||/s/ Justin Schreiber|
Chief Executive Officer
LifeMD Responds to Anonymous Short “Report”
NEW YORK, NY, April 15, 2021 — LifeMD, Inc. (“the Company”) (NASDAQ: LFMD) is a leading direct-to-patient telehealth company.
Yesterday, an unsigned note making false claims against LifeMD and its present and former officers was posted on the website of a purported research firm. LifeMD has never had any contact or interaction with anyone affiliated with that firm. The Company’s outside legal counsel, Quinn Emanuel Urquhart & Sullivan, LLP, is investigating the source of these false claims, and the Company will take appropriate legal action. The Company will soon provide a more detailed public response. Anyone with information regarding the persons or entities behind these claims is encouraged to contact the Company at Legal@LifeMD.com. LifeMD stands behind its prior statements and regulatory disclosures as filed with the U.S. Securities and Exchange Commission.
For more information about the Company, please view its disclosure documents as filed with the Securities and Exchange Commission. These filings are available online at www.sec.gov or in the Investors section of the Company’s website at www.LifeMD.com.
LifeMD, Inc. is a leading telehealth company that is transforming the healthcare landscape with direct-to-patient product and service offerings. LifeMD’s telemedicine platform enables virtual access to affordable and convenient medical treatment from licensed providers and, when appropriate, prescription medications and over-the-counter products delivered directly to the patient’s home. To learn more, go to LifeMD.com.
Cautionary Note 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. While 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.
Marc Benathen, CFO
Investor Relations Contact
LifeSci Advisors, LLC