LifeMD, Inc. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS The following disclosures set forth certain information with respect to all securities sold by the Company during the three months ended June 30, 2021 without registration under the Securities Act: On June 1, 2021, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Purchaser”), pursuant to which the Company sold and issued: (i) a senior secured redeemable debenture (the “Debenture”) in the aggregate principal amount of $15,000,000.00 (the “Aggregate Principal Amount”), and (ii) warrants to purchase up to an aggregate of 1,500,000 shares of the Company’s common stock at an exercise price of $12.00 per share (the “Warrant”). The Warrant has a term of three years. The Company received gross proceeds of $15,000,000 and intends to use such proceeds for working capital and general corporate purposes. 42 During the three months ended June 30, 2021, the Company issued an aggregate of 30,000 shares of common stock for services expensed in prior periods. On April 2, 2021, in connection with Juan Manuel Piñeiro Dagnery’s resignation from his position as Chief Revenue Officer of the Company, the Company and Mr. Dagnery entered into a resignation and release agreement pursuant to which Mr. Dagnery received on June 2, 2021 a single lump sum of 10,000 shares of common stock of the Company. The above transactions did not involve any underwriters, underwriting discounts or commissions, or any public offering. The Company relied upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) by virtue of Section 4(a)(2) thereof and/or Regulation D promulgated by the SEC under the Act. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not Applicable.