Form 8-K

8-K — LifeMD, Inc.

Accession: 0001493152-26-036170

Filed: 2026-08-05

Period: 2026-08-05

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): August 5, 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.

August 5, 2026, LifeMD, Inc. (the “Company”) issued a press release announcing its financial results for the three and six

months ended June 30, 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 August 5, 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 August 5, 2026

99.2

Investor Presentation dated August 5, 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:

August

5, 2026

By:

/s/

Atul Kavthekar

Atul

Kavthekar

Chief

Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

LifeMD

Reports Second Quarter 2026 Results

●

Second

quarter 2026 revenue of $47.3 million, within the Company’s guidance range of $47 million to $50 million; adjusted EBITDA loss

of approximately $3.5 million, improving approximately 21% sequentially.

●

Approximately

95% of all new weight management patients now begin treatment with branded GLP-1 therapies; with the guidance provided today, the

Company believes it is effectively at the end of its transition away from compounded GLP-1 medications.

●

Gross

margin expanded approximately 280 basis points versus the second quarter of 2025 to approximately 89%, reflecting lower shipping

and fulfillment costs and the continued scaling of the Company’s in-house pharmacy.

●

Weight

Management Program subscribers grew to approximately 108,000 at quarter end; total active subscribers increased 20% year-over-year

to approximately 356,000.

●

Women’s

Health operating trends continues to improve, with lower customer acquisition costs and a broad set of new pharmacy products launching

in the second half.

●

Launched

an exclusive telehealth co-marketing collaboration with Halozyme’s wholly-owned subsidiary, Antares Pharma, Inc., for XYOSTED®,

the only FDA-approved, once-weekly subcutaneous testosterone auto-injector — with additional strategic partnerships and enterprise

relationships advancing toward execution in the second half of 2026.

●

Exited

the quarter with $25.1 million of cash, no debt, and $30 million of additional liquidity under its revolving credit facility.

●

Expecting

a return to positive adjusted EBITDA in the second half of 2026 and an expected fourth quarter exit revenue run rate of approximately

$250 million and approximately $22 million of annualized adjusted EBITDA

●

Revising

full year 2026 guidance to revenue of $205.5 million to $212.5 million and adjusted EBITDA of negative $6.0 million to breakeven,

including $2 million to $3 million of net launch costs for XYOSTED® in 2026.

Conference

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

NEW

YORK, August 5, 2026 (GLOBE NEWSWIRE) — LifeMD, Inc. (Nasdaq: LFMD), a leading provider of virtual primary care and pharmacy services,

today reported financial results for the second quarter ended June 30, 2026.

Management

Commentary

“Revenue

of $47.3 million came in within our guidance range, and while adjusted EBITDA finished below the range we guided to, it improved approximately

21% sequentially. Most importantly, we understand the drivers of the result and have already taken steps to improve performance in the

second half. At the same time, the quarter included meaningful progress in reshaping the business around longer-duration members, branded

therapies, pharmacy, insurance, and new partnerships. The near-term impact on profitability was greater than we anticipated, but the

decisions we made during the quarter are already driving a substantial shift towards what we believe will be higher LTV subscribers,”

said Justin Schreiber, Chairman and CEO of LifeMD.

“Our

model remains simple: Quality Care. Quality Products. Quality Revenue. We are building around longer patient relationships and a more

diversified acquisition model, with increasing contributions over time from pharmaceutical manufacturers, employers, insurers, Medicare,

referrals, and cross-care within our existing patient base. Following the pricing change in weight management, the share of new patients

selecting multi-month packages increased from approximately 25% year to date before the change to approximately 85% after it. We believe

these longer-duration relationships can support better outcomes, stronger retention, higher lifetime value, and more predictable revenue

over time.

“This

transition to branded GLP-1 medications has weighed on near-term profitability, but it has produced a fundamentally stronger company

that is more diversified. We are also encouraged by the progress we are seeing in Women’s Health, the launch of XYOSTED® with

Halozyme, the continued expansion of our pharmacy, and the development of our pharmaceutical, enterprise, insurance, and Medicare channels.

We expect to return to positive adjusted EBITDA in the second half and to exit 2026 at an annualized revenue run rate of approximately

$250 million with approximately $22 million of annualized adjusted EBITDA. LifeMD has never been better positioned, and the second half

of this year will begin to demonstrate what our expanding platform is capable of,” concluded Mr. Schreiber.

“The

second quarter reflected the planned step-down in marketing investment we described on our last call, with selling and marketing expense

declining $1.8 million sequentially and other general and administrative expenses declining by approximately $2.2 million,” said

Atul Kavthekar, Chief Financial Officer of LifeMD. “Revenue aligned with our expectations in the quarter, and gross margin expanded

to approximately 89%, driven by lower shipping and fulfillment costs, improved provider efficiency, and the continued scaling of our

in-house pharmacy. Our recurring rebill base now represents approximately 84% of revenue and is the profit engine that funds our growth.

We exited the quarter with $25.1 million in cash and no debt, and we amended our revolving credit facility, further strengthening our

financial flexibility. As more patients choose longer-duration subscription plans and marketing spend declines in the second half, we

expect cash to build through year-end.”

Second

Quarter 2026 Financial Highlights

All

comparisons are with the second 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 $47.3 million compared with $49.0 million in the prior-year period, reflecting the continued shift from compounded to

branded GLP-1 therapies and lower upfront revenue associated with the Company’s pricing and mix decisions.

●

Approximately

84% of revenue was derived from recurring subscriptions.

●

The

number of active subscribers increased 20% to approximately 356,000 at quarter end.

●

quarter end, the number of Weight Management Program subscribers was approximately 108,000, up from just under 100,000 at the end

of the first quarter of 2026.

●

Gross

profit was $42.0 million, essentially flat with the prior-year period despite lower revenue; gross margin expanded to approximately

89%, compared to 86% in the prior-year period, primarily due to lower shipping and fulfillment costs and the continued scaling of

the Company’s affiliated pharmacy.

●

Selling

and marketing expenses increased 27% year-over-year to $28.0 million, but declined $1.8 million from the first quarter of 2026, consistent

with the planned sequential step-down in patient acquisition spend.

●

General

and administrative expenses declined 5% to $13.6 million, led by lower employee expenses and legal and professional services fees.

●

GAAP

net loss from continuing operations attributable to common stockholders was $7.9 million, or $0.16 per share, compared with a GAAP

net loss from continuing operations attributable to common stockholders of $3.8 million, or $0.09 per share, in the prior-year period.

●

Adjusted

EBITDA loss was approximately $3.5 million, compared with adjusted EBITDA of approximately $3.9 million in the prior-year period,

reflecting elevated customer acquisition costs earlier in the quarter and lower upfront cash collection associated with the Company’s

$39 introductory offer; monthly performance improved as the quarter progressed.

●

Cash

totaled $25.1 million as of June 30, 2026, and the Company had no debt at quarter end, with an undrawn $30 million revolving credit

facility.

Second

Quarter Key Performance Metrics

($ in 000s)

Three Months Ended June 30,

Y-o-Y

Key Performance Metrics

2026

2025

% Growth

Revenue

$ 47,281

$ 49,019

-4 %

Gross Profit

$ 41,997

$ 42,180

0 %

Gross Margin %

89 %

86 %

+280bpts

Adjusted EBITDA

$ (3,530 )

$ 3,886

-191 %

Active Subscribers

355,671

296,946

20 %

Positioned

for a Strong Second Half

LifeMD

enters the second half with improving acquisition trends, a growing recurring patient base, and a broader set of growth channels taking

shape. Priorities for the remainder of 2026 include scaling longer-duration weight management memberships, expanding Women’s Health

and the XYOSTED® collaboration, increasing pharmacy attachment, and advancing pharmaceutical, insurance, Medicare, employer, and

enterprise relationships. Together, these initiatives should reduce reliance on paid media, deepen patient relationships, and support

improving operating leverage and financial performance through year-end.

Financial

Guidance

For

the third quarter of 2026, the Company expects:

●

Revenue in the range of $48 million to $51 million.

●

Adjusted EBITDA in the range of negative $1 million to positive $2 million, returning to positive adjusted EBITDA as cost savings take

hold and the Company’s recurring rebill base continues to build.

For

the full year 2026, the Company expects (revised from previous guidance):

●

Revenue in the range of $205.5 million to $212.5 million, compared with previous guidance of $220 million to $230 million.

●

Adjusted EBITDA in the range of negative $6.0 million to breakeven, compared with previous guidance of $12 million to $17 million.

●

The Company’s fourth quarter 2026 guidance of $60 million to $64 million of revenue and $3 million to $6 million of adjusted EBITDA

implies an annualized exit run rate of approximately $250 million of revenue and before estimated XYOSTED® launch costs, approximately

$22 million of continuing adjusted EBITDA.

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:

(800)

715-9871

International

dial-in number:

(646) 307-1963

Conference

ID:

3616168

(“LifeMD, Inc. Second Quarter 2026 Results”)

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 virtual care company making high-quality healthcare more accessible, convenient, and affordable. Through its vertically

integrated platform, LifeMD connects patients with a 50-state affiliated medical group, laboratory services, a state-of-the-art in-house

pharmacy, and a U.S.-based patient care center. Together, these capabilities support care across more than 200 conditions, including

primary care, men’s and women’s health, weight management, and hormone therapy. 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)

June 30, 2026

December 31, 2025

ASSETS

Current Assets

Cash

$ 25,141,615

$ 36,786,318

Accounts receivable

11,256,158

9,305,277

Product deposit

243,759

320,217

Inventory, net

2,956,144

2,773,576

Other current assets

2,486,803

2,646,077

Total Current Assets

42,084,479

51,831,465

Non-current Assets

Equipment, net

2,035,475

2,444,717

Right of use assets, net

4,839,958

5,267,857

Capitalized software, net

10,734,486

10,604,946

Intangible assets, net

198,500

262,334

Total Non-current Assets

17,808,419

18,579,854

Total Assets

$ 59,892,898

$ 70,411,319

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities

Accounts payable

$ 18,156,912

$ 14,149,154

Accrued expenses

16,961,186

15,974,016

Current operating lease liabilities

699,511

642,422

Deferred revenue

10,791,221

10,807,773

Total Current Liabilities

46,608,830

41,573,365

Long-term Liabilities

Noncurrent operating lease liabilities

5,317,613

5,681,374

Total Liabilities

51,926,443

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 June 30, 2026 and December 31, 2025

140

Common Stock, $0.01 par value; 100,000,000 shares authorized, 47,923,532 and 46,760,016 shares issued, 47,820,492 and 46,656,976 outstanding as of June 30, 2026 and December 31, 2025, respectively

479,235

467,600

Additional paid-in capital

253,763,518

251,455,616

Accumulated deficit

(246,112,737 )

(228,603,075 )

Treasury stock, 103,040 shares, at cost, as of June 30, 2026 and December 31, 2025

(163,701 )

Total Stockholders’ Equity

7,966,455

23,156,580

Total Liabilities and Stockholders’ Equity

$ 59,892,898

$ 70,411,319

LIFEMD,

INC.

CONSOLIDATED

STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Telehealth revenue, net

$ 47,281,085

$ 49,018,882

$ 97,444,041

$ 99,906,781

Cost of telehealth revenue

5,284,323

6,838,703

11,209,822

14,975,164

Gross profit

41,996,762

42,180,179

86,234,219

84,931,617

Expenses

Selling and marketing expenses

28,035,947

22,151,114

57,910,807

44,424,036

General and administrative expenses

13,645,809

14,439,140

28,822,164

28,779,294

Other operating expenses

3,040,187

2,883,015

6,220,133

5,272,551

Customer service expenses

2,612,986

3,230,735

5,752,291

6,302,229

Development costs

1,791,434

1,823,061

3,587,497

3,682,110

Total expenses

49,126,363

44,527,065

102,292,892

88,460,220

Operating loss from continuing operations

(7,129,601 )

(2,346,886 )

(16,058,673 )

(3,528,603 )

Interest income (expense), net

45,660

(660,787 )

102,136

(1,124,425 )

Loss from continuing operations before income taxes

(7,083,941 )

(3,007,673 )

(15,956,537 )

(4,653,028 )

Income tax provision

Net loss from continuing operations

(7,083,941 )

(3,007,673 )

(15,956,537 )

(4,653,028 )

Net income from discontinued operations

1,893,084

3,886,506

Net loss

(7,083,941 )

(1,114,589 )

(15,956,537 )

(766,522 )

Net income attributable to noncontrolling interests of discontinued operations

505,075

1,036,920

Net loss attributable to LifeMD, Inc.

(7,083,941 )

(1,619,664 )

(15,956,537 )

(1,803,442 )

Preferred stock dividends

(776,562 )

(1,553,125 )

Net loss attributable to LifeMD, Inc. common stockholders

$ (7,860,503 )

$ (2,396,226 )

$ (17,509,662 )

$ (3,356,567 )

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

Continuing operations

$ (0.16 )

$ (0.09 )

$ (0.37 )

$ (0.14 )

Discontinued operations

0.03

0.07

Basic loss per share

$ (0.16 )

$ (0.05 )

$ (0.37 )

$ (0.08 )

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

Continuing operations

$ (0.16 )

$ (0.09 )

$ (0.37 )

$ (0.14 )

Discontinued operations

0.03

0.07

Diluted loss per share

$ (0.16 )

$ (0.05 )

$ (0.37 )

$ (0.08 )

Weighted average number of common shares outstanding:

Basic

47,788,194

44,401,531

47,563,376

43,772,151

Diluted

47,788,194

44,401,531

47,563,376

43,772,151

LIFEMD,

INC.

CONSOLIDATED

STATEMENTS OF CASH FLOWS

(Unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

$ (7,083,941 )

$ (1,114,589 )

$ (15,956,537 )

$ (766,522 )

Less: Net income from discontinued operations

1,893,084

3,886,506

Net loss from continuing operations

(7,083,941 )

(3,007,673 )

(15,956,537 )

(4,653,028 )

Adjustments to reconcile net loss from continuing operations to net cash (used in) provided by operating activities:

Amortization of debt discount

100,444

200,888

Amortization of capitalized software

1,713,679

1,586,322

3,388,532

3,115,702

Amortization of intangibles

31,917

23,500

63,834

30,167

Depreciation of fixed assets

292,787

175,523

582,245

330,884

Noncash operating lease expense

215,132

255,824

427,899

525,712

Stock compensation expense

790,112

2,094,614

2,239,017

4,643,142

Changes in Assets and Liabilities

Accounts receivable

(1,401,041 )

1,973,894

(1,950,881 )

1,513,946

Product deposit

87,766

(59,160 )

76,458

(210,237 )

Inventory

220,992

(283,658 )

(182,568 )

(453,997 )

Other current assets

1,368,328

522,068

159,274

824,289

Operating lease liabilities

(155,773 )

(68,507 )

(306,672 )

(148,306 )

Deferred revenue

(1,225,619 )

(2,783,497 )

(16,552 )

(2,586,163 )

Accounts payable

(3,496,210 )

8,573,302

4,007,758

8,487,929

Accrued expenses

1,716,223

(3,001,387 )

987,170

(5,260,493 )

Net cash (used in) provided by operating activities of continuing operations

(6,925,648 )

6,101,609

(6,481,023 )

6,360,435

Net cash provided by operating activities of discontinued operations

2,537,838

5,347,399

Net cash (used in) provided by operating activities

(6,925,648 )

8,639,447

(6,481,023 )

11,707,834

CASH FLOWS FROM INVESTING ACTIVITIES

Cash paid for capitalized software costs

(1,566,487 )

(2,060,313 )

(3,518,072 )

(3,947,128 )

Purchase of equipment

(67,825 )

(776,670 )

(173,003 )

(894,215 )

Net cash used in investing activities of continuing operations

(1,634,312 )

(2,836,983 )

(3,691,075 )

(4,841,343 )

Net cash used in investing activities of discontinued operations

(862,600 )

(1,725,578 )

Net cash used in investing activities

(1,634,312 )

(3,699,583 )

(3,691,075 )

(6,566,921 )

CASH FLOWS FROM FINANCING ACTIVITIES

Repayment of debt instruments

(2,052,288 )

Preferred stock dividends

(776,562 )

(1,553,125 )

Cash proceeds from exercise of options

80,520

Net cash used in financing activities of continuing operations

(776,562 )

(2,828,850 )

(1,472,605 )

(3,605,413 )

Net cash used in financing activities of discontinued operations

(276,119 )

(312,119 )

Net cash used in financing activities

(776,562 )

(3,104,969 )

(1,472,605 )

(3,917,532 )

Net (decrease) increase in cash

(9,336,522 )

1,834,895

(11,644,703 )

1,223,381

Cash at beginning of period

34,478,137

34,393,410

36,786,318

35,004,924

Cash at end of year

25,141,615

36,228,305

25,141,615

36,228,305

Less: Cash of discontinued operations at end of year

3,216,945

Cash of continuing operations at end of year

$ 25,141,615

$ 33,011,360

$ 25,141,615

$ 33,011,360

Cash paid for interest and taxes

Cash paid during the period for interest

$ -

$ 625,818

$ -

$ 1,219,568

Cash paid during the period for taxes

$ 361,230

$ 445,158

$ 361,230

$ 467,854

Non-cash investing and financing activities

Cashless exercise of options

$ -

$ 501

$ -

$ 1,062

Cashless exercise of warrants

$ -

$ 3,901

$ -

$ 3,901

Stock issued for debt conversion

$ -

$ 1,000,000

$ -

$ 1,000,000

Stock issued for asset acquisition

$ -

$ 303,000

$ -

$ 303,000

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 June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Net loss attributable to LifeMD, Inc. common stockholders

$ (7,860,503 )

$ (2,396,226 )

$ (17,509,662 )

$ (3,356,567 )

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

(45,660 )

560,343

(102,136 )

923,537

Depreciation and amortization expense

2,038,383

1,785,345

4,034,611

3,476,753

Amortization of debt discount

100,444

200,888

Litigation costs (a)

386,366

486,462

1,047,941

739,659

Severance and restructuring costs

385,109

25,535

748,994

102,417

Acquisitions expenses

1,806,277

2,014,777

Insurance acceptance readiness

34,780

175,140

Preferred stock dividends

776,562

1,553,125

Stock compensation expense

790,112

2,094,614

2,239,017

4,643,142

Net income from discontinued operations

(1,893,084 )

(3,886,506 )

Net income attributable to noncontrolling interests of discontinued operations

505,075

1,036,920

Adjusted EBITDA

$ (3,529,631 )

$ 3,886,127

$ (7,988,110 )

$ 7,623,285

(a)

For the three and six months ended June 30, 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 and six months ended June 30, 2025, the Company included costs related to a class action complaint alleging, inter

alia, unauthorized disclosure of certain information of class members to third parties (the Marden v. LifeMD, Inc. case),

and a heavily negotiated executive separation agreement.

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