Form 8-K

8-K — LifeMD, Inc.

Accession: 0001493152-26-021520

Filed: 2026-05-06

Period: 2026-05-06

CIK: 0000948320

SIC: 8011 (SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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EX-99.2 (ex99-2.htm)

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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): May 6, 2026

LIFEMD,

INC.

(Exact

name of Registrant as specified in its charter)

Delaware

001-39785

76-0238453

(State

or other jurisdiction

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 Global Market

8.875%

Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share

LFMDP

The

Nasdaq Global 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 ☐

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

2.02. Results of Operations and Financial Condition.

May 6, 2026, LifeMD, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended

March 31, 2026. A copy of the press release is furnished herewith as Exhibit 99.1.

Item

7.01. Regulation FD Disclosure.

The

Company hereby furnishes an investor presentation (the “Presentation”), which it expects to use in whole or in part, and

possibly with modifications, in connection with presentations to investors, analysts and others commencing on May 6, 2026. The Presentation

is furnished herewith as Exhibit 99.2 and may also be found on the Company’s website at https://lifemd.com.

filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality

of any information in this Current Report that is required to be disclosed solely by reason of Regulation FD. The information contained

in the Presentation is summary information that is intended to be considered in the context of the Company’s Securities and Exchange

Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from

time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although

it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports

or documents with the SEC, through press releases or through other public disclosure.

The

information in this Current Report on Form 8-K (including Exhibits attached hereto) shall not be deemed “filed” for purposes

of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities

Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Cautionary

Note Regarding Forward-Looking Statements

This

Current Report on Form 8-K includes information that may constitute forward-looking statements. These forward-looking statements are

based on the Company’s current beliefs, assumptions, and expectations regarding future events, which in turn are based on information

currently available to the Company. By their nature, forward-looking statements address matters that are subject to risks and uncertainties.

Forward-looking statements include, without limitation, statements relating to projected industry growth rates, the Company’s current

growth rates and the Company’s present and future cash flow position. A variety of factors could cause actual events and results,

as well as the Company’s expectations, to differ materially from those expressed in or contemplated by the forward-looking statements.

Risk factors affecting the Company are discussed in detail in the Company’s filings with the SEC. The Company undertakes no obligation

to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except

to the extent required by applicable securities laws.

Item

9.01. Exhibits.

(d)

Exhibits

Exhibit

No.

Exhibit

99.1

Press Release dated May 6, 2026

99.2

Investor Presentation dated May 6, 2026

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:

May

6, 2026

By:

/s/

Atul Kavthekar

Atul

Kavthekar

Chief

Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

LifeMD

Reports First Quarter 2026 Results

● First

quarter 2026 revenue of $50.2 million and adjusted EBITDA loss of $4.5 million, above and

in line, respectively, with the Company’s guidance.

● Gross

margin increased approximately 420 basis points to 88%, versus the first quarter of 2025,

reflecting favorable revenue mix and lower fulfillment costs.

● Record

GLP-1 patient sign-ups, with weight management new-patient revenues growing approximately

120% versus the fourth quarter of 2025.

● 657%

quarter-over-quarter growth in Women’s Health patient signups with approximately 70%

reduction in customer acquisitions costs with scalable unit economics achieved.

● Exited

the quarter with $34.5 million of cash and no debt; affirming full year 2026 guidance for

revenue of $220 million to $230 million and adjusted EBITDA of $12 million to $17 million.

Conference

call begins at 4:30 p.m. Eastern time today

NEW

YORK, May 6, 2026 — LifeMD, Inc. (Nasdaq: LFMD), a leading platform for virtual primary care services, today reported

financial results for the first quarter ended March 31, 2026.

Management

Commentary

“Q1

was a strong start to 2026. We added more than 42,000 net telehealth subscribers, the largest quarterly net addition in our history.

We ended the quarter with over 365,000 subscribers. In weight management, sign-ups increased approximately 120% sequentially from Q4,

and we exited the quarter with strong momentum across all of our key growth areas,” said Justin Schreiber, Chairman and CEO of

LifeMD.

“LifeMD

is no longer just a telehealth company focused on a handful of conditions. We are building what we believe can become one of the most

important virtual healthcare platforms in the country — a trusted destination where patients can access care, medications, labs,

insurance-supported services, and ongoing clinical support through one connected experience.

“Our

platform is uniquely positioned to support both direct-to-consumer self-pay and insurance-covered programs, and we are seeing continued

traction with strong unit economics across our insurance-sponsored offerings. As previously guided, we are on track to expand coverage

to approximately 230 million lives this month and believe our benefits infrastructure will be a key driver of long-term growth.

“At

the same time, our women’s health business delivered exceptional performance in the quarter, with strong retention and improved

customer acquisition costs supporting scalable, high-quality growth. Looking ahead, we are energized by the momentum across the business,

with multiple strategic partnerships and new product launches in men’s and women’s health expected in the coming months,

positioning us to drive continued top-line growth and profitability throughout the year,” concluded Mr. Schreiber.

“The

first quarter played out largely as we expected: strong subscriber momentum, following a planned step-up in patient acquisition spend,

and the early benefits of platform efficiency beginning to show in our gross margin,” said Atul Kavthekar, Chief Financial Officer

of LifeMD. “Revenue for the first quarter was $50.2 million, exceeding our guidance range of $48 million to $49 million, with nearly

all revenue derived from recurring subscriptions. The number of active subscribers increased approximately 26% year-over-year to over

365,000 at quarter end, with over 42,000 net adds in Q1, the largest quarterly net addition in our history. We exited the quarter with

$34.5 million in cash, no debt, and a $30 million undrawn revolving credit facility that we put in place at the start of the year. Our

balance sheet remains a strategic asset, providing ample flexibility to fund our expanding growth initiatives.”

First

Quarter 2026 Financial Highlights

All

comparisons are with the first quarter of 2025 on a continuing operations basis (excluding WorkSimpli, which was divested on November

4, 2025, and is reported as discontinued operations for all periods presented). Non-GAAP financial measures referenced below are defined

and reconciled to the most directly comparable GAAP measures at the end of this press release.

● Total

revenue was $50.2 million compared with $50.9 million in the prior-year period.

● The

majority of revenue was derived from recurring subscriptions.

● At

quarter end, the number of Weight Management program subscribers was just under 100,000.

● The

number of active telehealth subscribers increased 26% to approximately 365,000.

● Gross

profit increased 3% to $44.2 million; gross margin expanded to 88%, compared to 84% in the

prior-year period, primarily due to product mix.

● Selling

and marketing expenses increased 34% to $29.9 million, reflecting strategic, front-loaded

patient acquisition investments to drive accelerated growth in subsequent quarters.

● GAAP

net loss from continuing operations attributable to common stockholders was $9.6 million,

or $0.20 per share, compared with a GAAP net loss from continuing operations attributable

to common stockholders of $2.4 million, or $0.06 per share, in the prior-year period.

● Adjusted

EBITDA loss was $4.5 million, compared with adjusted EBITDA of $3.7 million in the prior-year

period, primarily reflecting the planned opportunistic increase in patient acquisition spend

during the quarter.

● Cash

totaled $34.5 million as of March 31, 2026, and the Company had no debt at quarter end.

First

Quarter Key Performance Metrics

($ in 000s)

Three Months Ended March 31,

Y-o-Y

Key Performance Metrics

2026

2025

% Growth

Revenue

$ 50,163

$ 50,888

-1 %

Adjusted EBITDA

$ (4,458 )

$ 3,737

-219 %

Active Subscribers

365,004

290,660

26 %

Financial

Guidance

For

the second quarter of 2026, the Company expects:

● Revenue

in the range of $47 million to $50 million.

● Adjusted

EBITDA of negative $2 million to positive $1 million as we continue to realize efficiencies

and cost savings in our business.

For

the full year 2026, the Company affirms its previously issued guidance:

● Revenue

in the range of $220 million to $230 million, representing 13% to 19% year-over-year growth.

Annualized run-rate revenue is expected to exceed $250 million by Q4 2026, driven by GLP-1

and women’s health momentum.

● Adjusted

EBITDA in the range of $12 million to $17 million. Annualized run-rate adjusted EBITDA expected

to exceed $25 million by Q4 2026, with substantial second-half accretion as weight management

and women’s health investments mature.

Conference

Call

LifeMD’s

management will host a conference call today at 4:30 p.m. Eastern time to discuss the Company’s financial results and outlook,

and answer questions. Details for the call are as follows:

Toll-free dial-in

number:

877-270-2148

International dial-in number:

412-902-6510

Conference ID:

LIFEMD

live and archived webcast will be available in the Investors section of the Company’s website at ir.lifemd.com.

About

LifeMD, Inc.

LifeMD®

is a leading provider of virtual primary care. LifeMD offers telemedicine, access to laboratory and pharmacy services, and specialized

treatment across more than 200 conditions, including primary care, men’s and women’s health, weight management, and hormone

therapy. The Company leverages a vertically integrated, proprietary digital care platform, a 50-state affiliated medical group, a state-of-the-art

affiliated pharmacy, and a U.S.-based patient care center to increase access to high-quality and affordable care. For more information,

please visit 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, as amended; Section

21E of the Securities Exchange Act of 1934, as amended; and the safe harbor provision of the U.S. Private Securities Litigation Reform

Act of 1995. Forward-looking statements contained in this news release may be identified by the use of words such as: “believe,”

“expect,” “anticipate,” “project,” “should,” “plan,” “will,”

“may,” “intend,” “estimate,” predict,” “continue,” and “potential,”

or, in each case, their negative or other variations or comparable terminology referencing future periods. Examples of forward-looking

statements include, but are not limited to, statements regarding our financial outlook and guidance, short and long-term business performance

and operations, future revenues and earnings, regulatory developments, legal events or outcomes, ability to comply with complex and evolving

regulations, market conditions and trends, new or expanded products and offerings, growth strategies, underlying assumptions, and the

effects of any of the foregoing on our future results of operations or financial condition.

Forward-looking

statements are not historical facts and are not assurances of future performance. Rather, these statements are based on our current expectations,

beliefs, and assumptions regarding future plans and strategies, projections, anticipated and unanticipated events and trends, the economy,

and other future conditions, including the impact of any of the aforementioned on our future business. As forward-looking statements

relate to the future, they are subject to inherent risk, uncertainties, and changes in circumstances and assumptions that are difficult

to predict, including some of which are out of our control. Consequently, our actual results, performance, and financial condition may

differ materially from those indicated in the forward-looking statements. These risks and uncertainties include, but are not limited

to, “Risk Factors” identified in our filings with the Securities and Exchange Commission, including, but not limited to,

our most recently filed Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and any amendments thereto. Even if our actual results,

performance, or financial condition are consistent with forward-looking statements contained in such filings, they may not be indicative

of our actual results, performance, or financial condition in subsequent periods.

Any

forward-looking statement made in the news release is based on information currently available to us as of the date on which this release

is made. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future

events, or otherwise, except as may be required under applicable law or regulation.

Investor

Contact

ir@lifemd.com

Media

Contact

press@lifemd.com

Tables

to Follow

++++++

LIFEMD, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

March 31, 2026

December 31, 2025

ASSETS

Current Assets

Cash

$ 34,478,137

$ 36,786,318

Accounts receivable

9,855,117

9,305,277

Product deposit

331,525

320,217

Inventory, net

3,177,136

2,773,576

Other current assets

3,855,131

2,646,077

Total Current Assets

51,697,046

51,831,465

Non-current Assets

Equipment, net

2,260,437

2,444,717

Right of use assets, net

5,055,090

5,267,857

Capitalized software, net

10,881,678

10,604,946

Intangible assets, net

230,417

262,334

Total Non-current Assets

18,427,622

18,579,854

Total Assets

$ 70,124,668

$ 70,411,319

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities

Accounts payable

$ 21,653,122

$ 14,149,154

Accrued expenses

15,244,963

15,974,016

Current operating lease liabilities

670,825

642,422

Deferred revenue

12,016,840

10,807,773

Total Current Liabilities

49,585,750

41,573,365

Long-term Liabilities

Non-current operating lease liabilities

5,502,072

5,681,374

Total Liabilities

55,087,822

47,254,739

Commitments and Contingencies

Stockholders’ Equity

Series A Preferred Stock, $0.0001 par value; 1,610,000 shares authorized, 1,400,000 shares issued and outstanding as of March 31, 2026 and December 31, 2025

140

Common Stock, $0.01 par value; 100,000,000 shares authorized, 47,632,707 and 46,760,016 shares issued, 47,529,667 and 46,656,976 outstanding as of March 31, 2026 and December 31, 2025, respectively

476,327

467,600

Additional paid-in capital

252,976,314

251,455,616

Accumulated deficit

(238,252,234 )

(228,603,075 )

Treasury stock, 103,040 shares, at cost, as of March 31, 2026 and December 31, 2025

(163,701 )

Total LifeMD, Inc. Stockholders’ Equity

15,036,846

23,156,580

Total Liabilities and Stockholders’ Equity

$ 70,124,668

$ 70,411,319

LIFEMD, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended March 31,

2026

2025

Telehealth revenue, net

$ 50,162,956

$ 50,887,899

Cost of telehealth revenue

5,925,499

8,136,462

Gross profit

44,237,457

42,751,437

Expenses

Selling and marketing expenses

29,874,860

22,272,924

General and administrative expenses

15,176,355

14,340,151

Other operating expenses

3,179,946

2,389,536

Customer service expenses

3,139,305

3,071,494

Development costs

1,796,063

1,859,049

Total expenses

53,166,529

43,933,154

Operating loss from continuing operations

(8,929,072 )

(1,181,717 )

Interest income (expense), net

56,476

(463,638 )

Loss from continuing operations before income taxes

(8,872,596 )

(1,645,355 )

Income tax provision

Net loss from continuing operations

(8,872,596 )

(1,645,355 )

Net income from discontinued operations

1,993,422

Net (loss) income

(8,872,596 )

348,067

Net income attributable to noncontrolling interests of discontinued operations

531,845

Net loss attributable to LifeMD, Inc.

(8,872,596 )

(183,778 )

Preferred stock dividends

(776,563 )

Net loss attributable to LifeMD, Inc. common stockholders

$ (9,649,159 )

$ (960,341 )

Basic (loss) earnings per share attributable to LifeMD, Inc. common stockholders

Continuing operations

$ (0.20 )

$ (0.06 )

Discontinued operations

0.03

Basic loss per share

$ (0.20 )

$ (0.02 )

Diluted (loss) earnings per share attributable to LifeMD, Inc. common stockholders

Continuing operations

$ (0.20 )

$ (0.06 )

Discontinued operations

0.03

Diluted loss per share

$ (0.20 )

$ (0.02 )

Weighted average number of common shares outstanding:

Basic

47,336,060

43,135,778

Diluted

47,336,060

43,135,778

LIFEMD, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Three Months Ended March 31,

2026

2025

CASH FLOWS FROM OPERATING ACTIVITIES

Net (loss) income

$ (8,872,596 )

$ 348,067

Less: Net income from discontinued operations

1,993,422

Net loss from continuing operations

(8,872,596 )

(1,645,355 )

Adjustments to reconcile net loss from continuing operations to net cash provided by operating activities:

Amortization of debt discount

100,444

Amortization of capitalized software

1,674,852

1,529,380

Amortization of intangibles

31,917

6,667

Depreciation of fixed assets

289,458

155,361

Noncash operating lease expense

212,767

269,888

Stock compensation expense

1,448,905

2,548,528

Changes in Assets and Liabilities

Accounts receivable

(549,840 )

(459,948 )

Product deposit

(11,308 )

(151,077 )

Inventory

(403,560 )

(170,339 )

Other current assets

(1,209,054 )

302,221

Operating lease liabilities

(150,899 )

(79,799 )

Deferred revenue

1,209,067

197,334

Accounts payable

7,503,968

(85,373 )

Accrued expenses

(729,053 )

(2,259,106 )

Net cash provided by operating activities of continuing operations

444,624

258,826

Net cash provided by operating activities of discontinued operations

2,809,561

Net cash provided by operating activities

444,624

3,068,387

CASH FLOWS FROM INVESTING ACTIVITIES

Cash paid for capitalized software costs

(1,951,584 )

(1,886,815 )

Purchase of equipment

(105,178 )

(117,545 )

Net cash used in investing activities of continuing operations

(2,056,762 )

(2,004,360 )

Net cash used in investing activities of discontinued operations

(862,978 )

Net cash used in investing activities

(2,056,762 )

(2,867,338 )

CASH FLOWS FROM FINANCING ACTIVITIES

Preferred stock dividends

(776,563 )

Cash proceeds from exercise of options

80,520

Net cash used in financing activities of continuing operations

(696,043 )

(776,563 )

Net cash used in financing activities of discontinued operations

(36,000 )

Net cash used in financing activities

(696,043 )

(812,563 )

Net decrease in cash

(2,308,181 )

(611,514 )

Cash at beginning of period

36,786,318

35,004,924

Cash at end of year

34,478,137

34,393,410

Less: Cash of discontinued operations at end of year

2,441,699

Cash of continuing operations at end of year

$ 34,478,137

$ 31,951,711

Cash paid for interest and taxes

Cash paid during the period for interest

$ -

$ 593,750

Cash paid during the period for taxes

$ -

$ 22,696

Non-cash investing and financing activities

Cashless exercise of options

$ -

$ 561

About

the Use of Non-GAAP Financial Measures

supplement our financial information presented in accordance with GAAP, we use adjusted EBITDA as a non-GAAP financial measure to clarify

and enhance an understanding of past performance. We believe that the presentation of this financial measure enhances an investor’s

understanding of our financial performance. We further believe that this financial measure is a useful financial metric to assess our

operating performance from period-to-period by excluding certain items that we believe are not representative of our core business. We

use certain financial measures for business planning purposes and in measuring our performance relative to that of our competitors.

Adjusted

EBITDA is defined as net loss attributable to LifeMD, Inc. common stockholders before interest, taxes, depreciation, amortization, extraordinary

litigation costs, severance and restructuring costs, acquisition expenses, insurance acceptance readiness expenses, preferred stock dividends,

stock-based compensation expense, net income from discontinued operations and net income attributable to noncontrolling interests of

discontinued operations. We have provided below a reconciliation of adjusted EBITDA to net loss attributable to LifeMD, Inc. common stockholders,

its most directly comparable GAAP financial measure.

believe the above financial measure is commonly used by investors to evaluate our performance and that of our competitors. However, our

use of the term adjusted EBITDA may vary from that of others in our industry. Adjusted EBITDA should not be considered as an alternative

to net loss before taxes, net loss per share, operating loss or any other performance measures derived in accordance with GAAP as measures

of performance.

Reconciliation

of Net Loss Attributable to LifeMD, Inc. Common Stockholders to Adjusted EBITDA

(in whole numbers, unaudited)

Three Months Ended March 31,

2026

2025

Net loss attributable to LifeMD, Inc. common stockholders

$ (9,649,159 )

$ (960,341 )

Interest (income) expense (excluding amortization of debt discount)

(56,476 )

363,194

Depreciation and amortization expense

1,996,227

1,691,408

Amortization of debt discount

100,444

Litigation costs (a)

661,575

253,197

Severance and restructuring costs

363,885

76,882

Acquisitions expenses

208,500

Insurance acceptance readiness

140,360

Preferred stock dividends

776,563

Stock compensation expense

1,448,905

2,548,528

Net income from discontinued operations

(1,993,422 )

Net income attributable to noncontrolling interests of discontinued operations

531,845

Adjusted EBITDA

$ (4,458,480 )

$ 3,737,158

(a) For the three months ended March 31, 2026, the Company included costs related to: (1) a class action complaint captioned Johnston v. LifeMD, Inc., et al., against the Company and certain executive officers alleging: (i) violations of Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder by all defendants for making false and misleading statements; and (ii) violations of Section 20(a) of the Securities Exchange Act of 1934, as amended, by the individual officer defendants for violating their duty to disseminate accurate and truthful information, and (2) a heavily negotiated executive separation agreement. For the three months ended March 31, 2025, the Company included litigation costs related to a heavily negotiated executive separation agreement.

# #

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Exhibit 99.2

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