What changed in this filing

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Item 1. Financial Statements

2025-11-17 compared with 2025-08-05 · 994 added, 683 removed, 685 unchanged (71% of the section changed)

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS

June 30, 2025

December 31, 2024

Current Assets

Accounts receivable, net

Accounts receivable

Product deposit

Inventory, net

Other current assets

current assets

Total Current Assets

1 unchanged sentence

Equipment, net

Right of use assets

Capitalized software, net

Intangible assets, net

Total Non-current Assets

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)

Right of use assets, net

software, net

Non-current Assets

LIABILITIES AND STOCKHOLDERS’

EQUITY (DEFICIT)

Current Liabilities

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Accrued expenses

Current operating lease liabilities

Current portion of long-term debt

Deferred revenue

Current operating lease

Current portion of convertible

long-term debt

Total Current Liabilities

Long-term Liabilities

Long-term debt, net

Noncurrent operating lease liabilities

Contingent consideration

Convertible long-term debt,

Noncurrent operating lease

consideration

Total Liabilities

Commitments and contingencies (Note 11)

Mezzanine Equity

Preferred Stock, $ 0.0001 par value;

5,000,000 shares authorized

Series B Convertible Preferred Stock, $ 0.0001 par value;

5,000 shares authorized, zero shares issued and outstanding, liquidation value, $ 0 per share as of June 30, 2025 and December 31, 2024

Stockholders’ Equity (Deficit)

Series A Preferred Stock, $ 0.0001 par value;

1,610,000 shares authorized, 1,400,000 shares issued and outstanding, liquidation value approximately, $ 25.55 per share as of June 30, 2025 and December 31, 2024

1,610,000 shares authorized, 1,400,000 shares issued and outstanding, liquidation value approximately, $ 35.8 million as of September

30, 2025 and December 31, 2024

Common Stock, $ 0.01 par value;

100,000,000 shares authorized, 45,141,226 and 42,293,907 shares issued, 45,038,186 and 42,190,867 outstanding as of June 30, 2025 and December 31, 2024, respectively

shares authorized, 46,686,350 and 42,293,907 shares issued, 46,583,310 and 42,190,867 outstanding as of September 30, 2025 and December

31, 2024, respectively

Additional paid-in capital

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( 239,850,931 )

Treasury stock, 103,040 , at cost, as of June 30, 2025 and December 31, 2024

Treasury stock, 103,040 ,

at cost, as of September 30, 2025 and December 31, 2024

Total LifeMD, Inc.

Stockholders’ Deficit

( 1,782,554 )

Stockholders’

Equity (Deficit)

( 9,083,214 )

Non-controlling interest

Total Stockholders’ Equity (Deficit)

Stockholders’ Equity (Deficit)

( 7,554,120 )

Total Liabilities, Mezzanine Equity and Stockholders’ Equity (Deficit)

Liabilities and Stockholders’ Equity (Deficit)

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Consolidated STATEMENTS OF OPERATIONS

Three Months Ended June 30,

Six Months Ended June 30,

Telehealth revenue, net

$ 147,186,714

$ 109,687,054

WorkSimpli revenue, net

Total revenues, net

revenues, net

Cost of revenues

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Cost of WorkSimpli revenue

Total cost of revenues

cost of revenues

Selling and marketing expenses

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Development costs

Total expenses

Operating income (loss)

Operating loss

( 1,969,214 )

( 3,996,274 )

( 1,446,434 )

( 14,433,048 )

Interest expense, net

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( 1,567,743 )

Net (loss) income

Loss on debt extinguishment

( 1,155,851 )

Net loss before income taxes

( 3,387,521 )

Net income attributable to non-controlling interest

Net loss attributable to LifeMD, Inc.

( 4,554,871 )

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( 16,000,791 )

Income tax expense

Net income (loss)

( 3,556,655 )

( 4,787,394 )

( 4,323,177 )

( 16,233,314 )

income (loss) attributable to non-controlling interest

Net loss attributable to

( 3,806,117 )

( 4,657,922 )

( 5,609,559 )

( 16,470,351 )

Preferred stock dividends

1 unchanged sentence

( 2,329,688 )

Net loss attributable to LifeMD, Inc.

loss attributable to LifeMD, Inc.

common stockholders

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$ ( 18,800,039 )

Basic loss per share attributable to LifeMD, Inc.

Basic loss per share

attributable to LifeMD, Inc.

common stockholders

Diluted loss per share attributable to LifeMD, Inc.

Diluted loss per share

attributable to LifeMD, Inc.

common stockholders

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Consolidated STATEMENTS of CHANGES IN STOCKHOLDERS’ EQUITY (Deficit)

Series A Preferred Stock

Additional Paid-in

Non- controlling

A Preferred Stock

Balance, January 1, 2024

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Stock compensation expense

Stock issued for noncontingent consideration payment

Stock issued for noncontingent consideration

Exercise of stock options

Cashless exercise of warrants

Cashless exercise of stock options

Cashless exercise of options

Series A Preferred Stock Dividend

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$ ( 163,701 )

$ ( 845,303 )

Stock compensation expense

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$ ( 1,891,625 )

Stock compensation expense

Series A Preferred Stock Dividend

Distribution to non-controlling interest

( 4,657,922 )

( 4,787,394 )

Balance, September

$ 227,394,726

$ ( 234,135,704 )

$ ( 163,701 )

$ ( 6,485,443 )

( 5,097,347 )

A Preferred Stock

January 1, 2025

Balance, January 1, 2025

$ 230,508,339

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$ ( 7,554,120 )

compensation expense

exercise of stock options

A Preferred Stock Dividend

to non-controlling interest

March 31, 2025

Stock compensation expense

Cashless exercise of stock options

Series A Preferred Stock Dividend

Distribution to non-controlling interest

Balance, March 31, 2025

$ 233,043,479

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$ ( 5,470,088 )

Stock compensation expense

Cashless exercise of stock options

Cashless exercise of warrants

Stock issued for debt conversion

Stock issued for asset acquisition

Series A Preferred Stock Dividend

Distribution to non-controlling interest

Net (loss) income

( 1,619,664 )

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( 1,114,589 )

Balance, June 30, 2025

$ 236,426,008

$ ( 243,207,498 )

compensation expense

exercise of stock options

exercise of warrants

issued for debt conversion

issued for asset acquisition

A Preferred Stock Dividend

to non-controlling interest

(loss) income

$ ( 163,701 )

1 unchanged sentence

$ ( 4,239,744 )

Net income (loss)

$ 236,426,008

1 unchanged sentence

$ ( 163,701 )

June 30, 2025

$ ( 6,493,639 )

$ ( 4,239,744 )

Stock compensation expense

Cashless exercise of stock options

Exercise of stock options

Exercise of warrants

Sale of common stock under ATM, net

Series A Preferred Stock Dividend

Distribution to non-controlling interest

Net (loss) income

( 3,806,117 )

1 unchanged sentence

( 3,556,655 )

Balance, September

$ 248,801,209

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$ ( 163,701 )

$ 248,801,209

$ ( 247,790,178 )

$ ( 163,701 )

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Consolidated STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)

Months Ended September 30,

CASH FLOWS FROM OPERATING

$ ( 4,323,177 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

$ ( 16,233,314 )

Adjustments to reconcile net loss to net cash

provided by operating activities:

Amortization of debt discount

Amortization of capitalized software

Amortization of capitalized

Amortization of intangibles

Accretion of consideration payable

Accretion of consideration

Loss on debt extinguishment

Depreciation of fixed assets

Noncash operating lease expense

Noncash operating lease

Stock compensation expense

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Accounts receivable

( 5,222,534 )

Product deposit

Other current assets

( 2,303,495 )

Operating lease liabilities

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Accounts payable

Accrued expenses

( 5,865,264 )

Net cash provided by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES

Cash paid for capitalized software costs

cash provided by operating activities

CASH FLOWS FROM INVESTING

Cash paid for capitalized

software costs (a)

( 8,446,187 )

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Purchase of equipment

Purchase of intangible assets

Net cash used in investing activities

( 1,715,214 )

( 1,265,447 )

CASH FLOWS FROM FINANCING ACTIVITIES

Purchase of intangible

cash used in investing activities

( 10,161,401 )

( 8,815,591 )

CASH FLOWS FROM FINANCING

Repayment of debt instruments

( 18,719,721 )

Repayment of notes payable, net of prepayment penalty

Cash proceeds from exercise of options

Sale of common stock under ATM, net

Preferred stock dividends

1 unchanged sentence

( 2,329,688 )

Contingent consideration payments for ResumeBuild acquisition

Distributions to non-controlling interest

Net cash used in financing activities

Repayment of notes payable, net of prepayment

Cash proceeds from exercise of warrants

Cash proceeds from exercise of options

Contingent consideration payments for ResumeBuild

Distributions to non-controlling

Net cash used in financing

( 12,618,450 )

( 3,183,770 )

Net increase in cash

Net (decrease) increase in cash

( 11,219,153 )

Cash at beginning of period

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Cash paid for interest

Cash paid during the period for interest

Non-cash investing and financing activities

Cash paid during the

period for interest

Cash paid during the

period for taxes

Non-cash investing

and financing activities:

Cashless exercise of options

Cashless exercise of warrants

Stock issued for debt conversion

Stock issued for asset acquisition

Stock issued for noncontingent consideration payment

Stock issued for debt

Stock issued for asset

Stock issued for noncontingent

consideration payment

Right of use assets

Operating lease liabilities

(a) Approximately $ 2.9

million and $ 2.7

was paid to a related party for capitalized software costs during the nine months ended September

30, 2025 and 2024, respectively.

See Note 12—Related Party Transactions.

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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for converting, editing, signing, and sharing PDF documents called PDFSimpli.

In addition to LegalSimpli Software, LLC’s growth

business model, this acquisition added deep search engine optimization and search engine marketing expertise to the Company.

15, 2021, LegalSimpli Software, LLC, changed its name to WorkSimpli Software LLC, (“WorkSimpli”).

As a result of a series

of restructuring transactions, the Company’s ownership interest in WorkSimpli is 73.3 %.

On July 15, 2021, LegalSimpli Software, LLC, changed its

name to WorkSimpli Software LLC, (“WorkSimpli”).

As a result of a series of restructuring transactions, the Company’s

ownership interest in WorkSimpli is 73.3 %.

On November 4, 2025, LifeMD, Inc.

sold its majority ownership interest in WorkSimpli to Lion

For a description of the transaction, see Note 15—Subsequent Events.

otherwise indicated, the terms “LifeMD,” “Company,” “we,” “us,” and “our”

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all dollar amounts are expressed in United States dollars.

Company is a direct-to-patient telehealth company providing a high-quality, cost-effective, and convenient way to access comprehensive,

virtual and in-home healthcare.

The Company believes the traditional model of visiting a doctor’s office, traveling to a retail

pharmacy, and returning for follow-up care or prescription refills is complex, inefficient, and costly, which discourages many individuals

from seeking medical care.

The Company is improving the delivery of the healthcare experience through telehealth with our proprietary

technology platform, affiliated and dedicated provider network, broad and expanding treatment capabilities, and the unique ability to

nurture patient relationships.

Direct-to-patient telehealth technology companies, like the Company, connect consumers to affiliated,

licensed, healthcare professionals for care across numerous indications, including virtual medical care, weight loss, sexual health,

hormone replacement therapy, hair loss and other conditions.

Company is a direct-to-patient telehealth company providing virtual and in-home healthcare.

The Company is improving the delivery of

the healthcare experience through telehealth with its proprietary technology platform, affiliated and dedicated provider network, broad

and expanding treatment capabilities, and the unique ability to nurture patient relationships.

Direct-to-patient telehealth technology

companies, like the Company, connect consumers to affiliated, licensed, healthcare professionals for care across numerous indications,

including virtual medical care, weight loss, sexual health, hormone replacement therapy, hair loss and other conditions.

Company’s telehealth platform helps patients access their licensed providers for diagnoses, virtual care, and prescription medications,

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provides patients with access to affiliated high-quality providers for their urgent care and chronic care needs.

April 2023, we launched our rapidly growing GLP-1 Weight Management Program providing primary care, metabolic coaching, lab work, and

prescription services (as appropriate) to patients seeking to access a medically supported weight loss solution.

In September 2024, we

expanded our Weight Management Program with a personalized, non-GLP-1 treatment plan consisting of three oral medications – metformin,

bupropion, and topiramate.

of June 30, 2025, the Company has an accumulated deficit of approximately $ 238.5 million and a working capital deficit of approximately

$ 14.5 million, of which $ 11.8 million is related to deferred revenue for which the Company expects to recognize into revenue within 12

The Company has experienced significant losses from its operations.

The Company is showing significant positive revenue trends

and expects its burn rate of cash to continue to improve and to maintain positive operating cash flows for the next 12 months following

the date of this report.

To date, the Company has been funding operations primarily through the sales of its products, issuance of common

and preferred stock, and through loans and advances.

The Company’s continued operations are dependent upon obtaining an increase

in its sale volumes or the issuance of additional shares of common stock.

There can be no assurances that we will be successful in increasing

revenues and improving operational efficiencies.

March 21, 2023, the Company entered into and closed on a loan and security agreement (the “Avenue Credit Agreement”),

and a supplement to the Credit Agreement (the “Avenue Supplement”), with Avenue Venture Opportunities Fund II, L.P.

Avenue Venture Opportunities Fund, L.P.

April 2023, we launched our GLP-1 Weight Management Program providing primary care, metabolic coaching, lab work, and prescription services

(as appropriate) to patients seeking to access a medically supported weight loss solution.

In September 2024, we expanded our Weight

Management Program with a personalized, non-GLP-1 treatment plan consisting of three oral medications – metformin, bupropion, and

of September 30, 2025, the Company has an accumulated deficit of approximately $ 247.8

million and a working capital deficit of approximately $ 15.6

The working capital deficit includes approximately $ 14.4

million of deferred revenue for which the Company expects to recognize into revenue within 12 months.

The Company has incurred

significant operating losses and to date, has been funding operations primarily through the sales of its products, issuance of

common and preferred stock, and through loans and advances.

March 21, 2023, the Company entered into and closed on a loan and security agreement (the “Avenue Credit Agreement”), and

a supplement to the Credit Agreement (the “Avenue Supplement”), with Avenue Venture Opportunities Fund II, L.P.

Venture Opportunities Fund, L.P.

(collectively, “Avenue”).

The Avenue Credit Agreement provides for a convertible

senior secured credit facility of up to an aggregate amount of $ 40

million, comprised of the following:

million in term loans funded at closing, (2) $ 5

million of additional committed term loans which the Company received on September 26, 2023 under the First Amendment to the Avenue

Credit Agreement (the “Avenue First Amendment”) and (3) $ 20

million of additional uncommitted term loans, collectively referred to as the “Avenue Facility”.

The Company issued

Avenue warrants to purchase $ 1.2

million of the Company’s common stock at an exercise price of $ 1.24 ,

subject to adjustments, of which $660 thousand have been exercised (the “Avenue Warrants”).

In addition, Avenue has

converted $ 2

million of the $ 15

million in term loans funded at closing into shares of the Company’s common stock at a price per share equal to $ 1.49 .

Proceeds from the Avenue Facility were used to repay the Company’s outstanding notes payable balances with CRG Financial and

are expected to be used for general corporate purposes.

Company is subject to certain affirmative and negative covenants under the Avenue Facility, including the requirement, beginning on

the closing date, to maintain at least $5 million of unrestricted cash to be tested at the end of each month, and beginning on the

period ended September 30, 2023, and at the end of each quarter thereafter, a trailing six-month cash flow, subject to certain

adjustments as provided by the Avenue Credit Agreement, of at least $2 million.

As of June 30, 2025, there was $ 15.9

million in principal outstanding under the Avenue Facility, and the Company was in compliance with the Avenue Facility covenants.

Loans under the Avenue Facility accrue interest at a variable rate per annum equal to the greater of (i)

the sum of 4.75% plus the Prime Rate (as defined in the Avenue Supplement) and (ii) 12.50%.

Payments are interest only for up to 24

months and then fully amortized thereafter.

The Avenue Facility matures on October

The Company may prepay the loans, subject to a prepayment penalty of 1.00 %

of the principal amount prepaid, depending on the timing of the prepayment.

On August 5, 2025, the Company paid the remaining $ 14.0 million in outstanding principal payments on the Avenue Facility

and the prepayment penalty as noted in the Avenue Credit Agreement.

As of August 5, 2025, there are no remaining principal payments on

the Avenue Facility.

The Avenue Credit Agreement provided for a convertible senior

secured credit facility of up to an aggregate amount of $ 40 million, comprised of the following:

(1) $ 15 million in term loans funded

at closing, (2) $ 5 million of additional committed term loans which the Company received on September 26, 2023 under the First Amendment

to the Avenue Credit Agreement (the “Avenue First Amendment”) and (3) $ 20 million of additional uncommitted term loans, collectively

referred to as the “Avenue Facility”.

The Company issued Avenue warrants to purchase $ 1.2 million of the Company’s

common stock at an exercise price of $ 1.24 , subject to adjustments, of which $ 660 thousand have been exercised (the “Avenue Warrants”).

In addition, Avenue converted $ 2 million of the $ 15 million in term loans funded at closing into shares of the Company’s common

stock at a price per share equal to $ 1.49 .

Proceeds from the Avenue Facility were used to repay the Company’s outstanding notes

payable balances with CRG Financial.

On August 5, 2025, the Company paid the remaining $ 14.0 million in outstanding principal payments

on the Avenue Facility and the prepayment penalty as noted in the Avenue Credit Agreement.

As of September 30, 2025, there are no principal

payments remaining on the Avenue Facility.

The Company recorded a loss on debt extinguishment of approximately $ 1.2 million within its

unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2025.

Company entered into an At Market Issuance Sales Agreement (the “ATM Sales Agreement”) with B.

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and units including $ 53.3 million of its common stock under the ATM Sales Agreement.

As of June 30, 2025, the Company had $ 53.3 million

available under the ATM Sales Agreement, which is part of the $ 150.0 million available under the 2024 Shelf.

Refer to Note 13-Subsequent

Events for sales of common stock under the ATM Sales Agreement subsequent to June 30, 2025.

of August 4, 2025, the Company has a current cash balance of approximately $ 36.5

The Company reviewed its forecasted operating results

and sources and uses of cash used in management’s assessment, which included the available financing and consideration of positive

and negative evidence impacting management’s forecasts, market, and industry factors.

Positive indicators that lead to the Company’s

expectation that it will have sufficient cash over the next 12 months following the date of this report include:

(1) the Company’s

continued strengthening of its revenues, reduction in losses and improvement of operational efficiencies across the business, (2) the

expected improvement in its cash burn rate over the next 12 months and positive operating cash flows during the six months ended June

30, 2025, (3) cash on hand of $ 36.2

million as of June 30, 2025, (4) $ 44.6

million available under the ATM Sales Agreement as of August

4, 2025, which is part of the $ 150.0

million available under the 2024 Shelf, (5) management’s

ability to curtail expenses, if necessary, and (6) the overall market value of the telehealth industry, which the Company believes will

continue to drive interest in the Company as evidenced by the collaboration with Medifast, Inc.

(“Medifast”) during the year

ended December 31, 2024.

During the three months ended September 30, 2025,

the Company sold 762,990 shares of common stock under the ATM Sales Agreement, with approximately $ 270 thousand in fees paid to the sales

agent and net proceeds of $ 8.7 million.

As of September 30, 2025, the Company had $ 44.6 million available under the ATM Sales Agreement.

The Company expects that its existing cash as of September 30, 2025 of $ 23.8 million will be sufficient

to fund our planned operating expenses and capital expenditure requirements for at least the next 12 months from the issuance date of

these unaudited condensed consolidated financial statements.

2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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this report reflects all adjustments (consisting of normal recurring adjustments), which are, in the opinion of management, necessary

for a fair presentation of our financial position, results of operations and cash flows for each period presented.

for the fair statement of our financial position, results of operations and cash flows for each period presented.

The results of operations

for the three and six months ended June 30, 2025 are not necessarily indicative of the results for the year ending December 31, 2025

for the three and nine months ended September 30, 2025 are not necessarily indicative of the results for the year ending December 31,

2025 or for any future period.

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810, Consolidation .

unaudited condensed consolidated financial statements include the accounts of the Company, LifeMD Pharmacy, its majority owned subsidiary,

WorkSimpli, and LifeMD PC, the Company’s affiliated, variable interest entity in which we hold a controlling financial interest.

significant intercompany transactions and balances have been eliminated in consolidation.

The unaudited condensed consolidated financial statements include the accounts of the Company, LifeMD Pharmacy,

its majority owned subsidiary, WorkSimpli, and LifeMD PC, the Company’s affiliated, variable interest entity in which we hold a

controlling financial interest.

All intercompany transactions and balances have been eliminated in consolidation.

Company maintains deposits in financial institutions that may, at times, exceed amounts guaranteed by the Federal Deposit Insurance Corporation.

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There is no non-controlling interest upon consolidation of LifeMD PC.

net loss for LifeMD PC was approximately $ 3.4 million and $ 3.6 million for the three months ended June 30, 2025 and 2024, respectively,

and $ 6.7 million and $ 6.0 million for the six months ended June 30, 2025 and 2024, respectively.

Total assets and liabilities for the

LifeMD PC were approximately $ 7 thousand and $ 259 thousand, respectively, as of June 30, 2025 and $ 8 thousand and $ 380 thousand, respectively,

as of December 31, 2024.

net loss for LifeMD PC was approximately $ 3.8 million and $ 4.0 million for the three months ended September 30, 2025 and 2024, respectively,

and $ 10.5 million and $ 10.0 million for the nine months ended September 30, 2025 and 2024, respectively.

Total assets and liabilities

for the LifeMD PC were approximately $ 13 thousand and $ 649 thousand, respectively, as of September 30, 2025 and $ 8 thousand and $ 380

thousand, respectively, as of December 31, 2024.

Company prepares its unaudited condensed consolidated financial statements in conformity with U.S.

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Actual results could differ from those estimates.

Company records revenue under the adoption of ASC 606, Revenue from Contracts with Customers , by analyzing exchanges with its

customers using a five-step analysis:

performance obligations

the transaction price

the Company’s product-based contracts with customers, the Company has determined that there is one performance obligation, which

is the delivery of the product;

this performance obligation is transferred at a discrete point in time.

The Company generally records

sales of finished products once the customer places and pays for the order, with the product being simultaneously shipped by a third-party

fulfillment service provider.

In all cases, delivery is considered to have occurred when the customer obtains control, which is usually

commensurate upon shipment of the product.

In the case where product is not simultaneously shipped when the customer places and pays

for the order, recognition of revenue is deferred until time of shipment.

In the case of its product-based contracts, the Company provides

a subscription sensitive service based on the recurring shipment of products.

The Company records the related revenue at the time it

fulfills the shipment obligation to the customer.

its product-based contracts with customers, the Company records an estimate for provisions of discounts, returns, allowances, customer

rebates, and other adjustments for its product shipments and are reflected as contra revenues in arriving at reported net revenues.

Company’s discounts and customer rebates are known at the time of sale;

correspondingly, the Company reduces gross product sales

for such discounts and customer rebates.

The Company estimates customer returns and allowances based on information derived from historical

transaction detail and accounts for such provisions, as contra revenue, during the same period in which the related revenues are earned.

The Company has determined that the population of its product-based contracts with customers are homogenous, supporting the ability to

record estimates for returns and allowances to be applied to the entire product-based portfolio population.

its telehealth contracts with customers, the Company offers one-time and subscription-based access to the Company’s telehealth

Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers , when control of the promised goods

or services is transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for those

goods or services.

The Company applies the following five-step model to recognize revenue from contracts with customers:

Identification

of the contract with a customer;

Identification

of the performance obligations in the contract;

Determination

of the transaction price;

of the transaction price to the performance obligations in the contract;

of revenue when, or as, the performance obligations are satisfied.

Subscription Revenue

the Company’s telehealth subscription arrangements, the Company provides both one-time and subscription-based access to its telehealth

The Company offers monthly and multi-month subscriptions dependent upon the subscriber’s enrollment selection.

has determined that there is one performance obligation that is delivered over time, as the Company allows the subscriber to access the

telehealth platform for the time period of the subscription purchased.

The majority of the Company’s subscriptions are recognized

over time using the input method in which revenue is recognized on the basis of efforts or inputs toward satisfying a performance obligation

relative to the total expected inputs to satisfy the performance obligation.

The Company uses time elapsed as the input.

used provides a faithful depiction of the transfer of goods or services to the subscribers.

The Company records the revenue over the

customer’s subscription period for monthly and multi-month subscribers.

The Company also offers bundled arrangements in which a

subscriber receives subscription-based access to the Company’s telehealth platform as well as prescribed medication.

has determined that there are two performance obligations related to these bundles:

(i) one performance obligation for the subscription-based

service that is delivered over time and (ii) one performance obligation for the prescribed medication that is delivered as of a point

For contracts with multiple performance obligations, the transaction price is allocated to each performance obligation based

on a relative stand-alone selling price basis.

The stand-alone selling price is based on the prices at which the Company separately sells

the products and services.

Revenue related to contracts with multiple performance obligations was $ 3.6 million and $ 389 thousand for

the three months ended June 30, 2025 and 2024, respectively.

Revenue related to contracts with multiple performance obligations was $ 7.5

million and $ 392 thousand for the six months ended June 30, 2025 and 2024, respectively.

has determined that there is one performance obligation that is delivered over time, as the Company allows the subscriber continuous

access to the telehealth platform for the time period of the subscription.

The telehealth platform access is a stand-ready obligation

that is satisfied over the subscription period.

Company also offers bundled arrangements in which a subscriber receives subscription-based access to the Company’s telehealth platform

as well as prescribed medication.

The Company has determined that there are two performance obligations related to these bundles:

one performance obligation for the subscription-based service that is a stand-ready obligation that is satisfied over the subscription

period and (ii) one performance obligation for the prescribed medication that is delivered as of a point in time.

For contracts with

multiple performance obligations, the transaction price is allocated to each performance obligation based on their relative standalone

selling prices, determined from the prices at which the Company separately sells these products and services.

Revenue related to contracts

with multiple performance obligations was approximately $ 2.5 million and $ 8.9 million for the three months ended September 30, 2025 and

2024, respectively, and $ 10.7 million and $ 22.6 million for the nine months ended September 30, 2025 and 2024, respectively.

Additionally,

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pharmacy provider.

discounts, returns and rebates on telehealth product revenues approximated $ 1.6 million and $ 1.8 million, during the three months ended

June 30, 2025 and 2024, respectively.

Customer discounts, returns and rebates on telehealth product revenues approximated $ 2.4 million

and $ 2.8 million, during the six months ended June 30, 2025 and 2024, respectively.

Product Revenue

the Company’s product-based arrangements, the Company has determined that there is a single performance obligation, which is the

delivery of the product.

Revenue is recognized at a point in time when control transfers to the customer, which occurs upon shipment.

The Company generally records sales of finished products when the customer places and pays for the order, with products fulfilled and

simultaneously shipped either by the Company or a third-party fulfillment provider.

When shipment does not occur concurrently with payment,

revenue recognition is deferred until the product is shipped.

Company also provides subscription-based arrangements involving recurring shipments of products.

Revenue from these recurring product

shipments is recognized at the time each shipment obligation is fulfilled.

for discounts, returns, allowances, customer rebates, and similar adjustments are recorded as reductions to gross revenue in the same

period in which related sales are recognized.

Discounts and rebates are known at the time of sale, while estimates for returns and allowances

are based on historical data and applied consistently across the Company’s product portfolio.

discounts, returns and rebates on telehealth subscription and product revenues approximated $ 1.2 million and $ 1.0 million, during the

three months ended September 30, 2025 and 2024, respectively, and $ 3.6 million and $ 2.8 million, during the nine months ended September

30, 2025 and 2024, respectively.

Company, through its majority-owned subsidiary WorkSimpli, offers a subscription-based service providing a suite of software applications

to its subscribers, principally on a monthly subscription basis.

The software suite allows the subscriber/user to convert almost any

type of document to another electronic form of editable document, providing ease of editing.

For these subscription-based contracts with

customers, the Company offers an initial 14-day trial period which is billed at $ 1.95 , followed by a monthly subscription, or a multi-month

subscription to the Company’s software suite dependent on the subscriber’s enrollment selection.

The Company has determined

that there is one product and one performance obligation that is delivered over time, as the Company allows the subscriber to access

the suite of services for the time period of the subscription purchased.

The Company allows the customer to cancel at any point during

the billing cycle, in which case the customer’s subscription will not be renewed for the following month or year depending on the

original subscription.

The Company records the revenue over the customer’s subscription period for monthly and multi-month subscribers

or at the end of the initial 14-day service period for customers who purchased the initial subscription.

The Company offers a discount

for the monthly or multi-month subscriptions being purchased, which is deducted at the time of payment at the initiation of the contract

therefore the contract price is fixed and determinable at the contract initiation.

Monthly and multi-month subscriptions for the

service are recorded net of the Company’s known discount rates.

Customer discounts and allowances on WorkSimpli revenues approximated

$ 900 thousand and $ 676 thousand during the three months ended June 30, 2025 and 2024, respectively.

Customer discounts and allowances

on WorkSimpli revenues approximated $ 2.0 million and $ 1.4 million during the six months ended June 30, 2025 and 2024, respectively.

December 11, 2023, the Company entered into a collaboration with Medifast.

Pursuant to certain agreements between the parties, Medifast

agreed to pay to the Company the amount of $ 10 million to support the collaboration, funding enhancements to the Company platform, operations

and supporting infrastructure, of which $ 5 million was paid at the closing on December 12, 2023, $ 2.5 million was paid during the three

months ended March 31, 2024, and the remaining $ 2.5 million was paid during the three months ended June 30, 2024 (the “Medifast

The software suite allows the subscriber to convert almost any type

of document to another electronic form of editable document, providing ease of editing.

For these subscription-based contracts with customers,

the Company offers an initial 14-day trial period which is billed at $ 1.95 , followed by a monthly subscription, or a multi-month subscription

to the Company’s software suite dependent on the subscriber’s enrollment selection.

The Company offers monthly and multi-month

subscriptions dependent upon the subscriber’s enrollment selection.

The Company has determined that there is one performance obligation

that is delivered over time, as the Company allows the subscriber continuous access to the WorkSimpli platform for the time period of

the subscription.

The WorkSimpli platform access is a stand-ready obligation that is satisfied over the subscription period.

allows the customer to cancel at any point during the billing cycle, in which case the customer’s subscription will not be renewed

for the following month or year depending on the original subscription.

The Company offers a discount for the monthly or multi-month

subscriptions being purchased, which is deducted at the time of payment at the initiation of the contract term;

therefore the contract

price is fixed and determinable at the contract initiation.

Monthly and multi-month subscriptions for the service are recorded net of

the Company’s known discount rates.

Customer discounts and allowances on WorkSimpli revenues approximated $ 900 thousand and $ 1.1

million during the three months ended September 30, 2025 and 2024, respectively, and $ 2.9 million and $ 2.5 million during the nine months

ended September 30, 2025 and 2024, respectively.

Collaboration

December 11, 2023, the Company entered into a collaboration with Medifast, Inc.

through and with certain of its wholly-owned subsidiaries

(“Medifast”).

Pursuant to certain agreements between the parties, Medifast agreed to pay to the Company the amount of $ 10

million to support the collaboration, funding enhancements to the Company platform, operations and supporting infrastructure, of which

$ 5 million was paid at the closing on December 12, 2023, $ 2.5 million was paid during the three months ended March 31, 2024, and the

remaining $ 2.5 million was paid during the three months ended June 30, 2024 (the “Medifast Collaboration”).

Company determined the transaction price totaled $ 10 million, which was fully collected as of December 31, 2024.

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March 31, 2024, and approximately $ 3 million related to the second and third performance obligations during the three months ended June

the three and six months ended June 30, 2025 and 2024, the Company had the following disaggregated revenue:

OF DISAGGREGATED REVENUE

Three Months Ended June 30,

Six Months Ended June 30,

the three and nine months ended September 30, 2025 and 2024, the Company had the following disaggregated revenue:

SCHEDULE OF DISAGGREGATED REVENUE

Months Ended September 30,

Telehealth subscription revenue

1 unchanged sentence

WorkSimpli revenue

Medifast collaboration revenue

Medifast collaboration

Total revenues, net

$ 186,975,039

$ 149,337,063

Company records deferred revenues when cash payments are received or due in advance of its performance.

As of June 30, 2025 and December

31, 2024, the Company has accrued contract liabilities, as deferred revenue, of approximately $ 11.8 million and $ 14.5 million, respectively,

which represent the following:

(1) $ 7.5 million and $ 10.1 million as of June 30, 2025 and December 31, 2024, respectively, related to

obligations on telehealth in-process monthly or multi-month contracts with customers, (2) $ 1.9 million as of both June 30, 2025 and December

31, 2024, related to obligations for telehealth products which the customer has not yet obtained control due to non-shipment of the product

and (3) $ 2.4 million and $ 2.5 million as of June 30, 2025 and December 31, 2024, respectively, related to obligations on WorkSimpli in-process

monthly or multi-month contracts with customers.

revenue was $ 11.8 million as of June 30, 2025 compared to $ 14.5 million as of December 31, 2024.

The amount of revenue recognized during

the six months ended June 30, 2025, that was included in the deferred revenue balance as of December 31, 2024, was $ 12.5 million.

Company expects to recognize all of the deferred revenue related to future performance obligations that are unsatisfied or partially

unsatisfied as of June 30, 2025 as revenue by June 30, 2026.

As of September 30, 2025 and

December 31, 2024, the Company has accrued contract liabilities, as deferred revenue, of approximately $ 14.4 million and $ 19.6 million,

respectively, which represent the following:

(1) $ 10.1 million and $ 14.7 million as of September 30, 2025 and December 31, 2024, respectively,

related to obligations on telehealth in-process monthly or multi-month contracts with customers, (2) $ 2.1 million and $ 2.4 million as

of September 30, 2025 and December 31, 2024, respectively, related to obligations for telehealth products which the customer has not

yet obtained control due to non-shipment of the product and (3) $ 2.2 million and $ 2.5 million as of September 30, 2025 and December 31,

2024, respectively, related to obligations on WorkSimpli in-process monthly or multi-month contracts with customers.

amount of revenue recognized during the nine months ended September 30, 2025, that was included in the deferred revenue balance as of

December 31, 2024, was $ 17.3 million.

The Company expects to recognize all of the deferred revenue related to future performance obligations

that are unsatisfied or partially unsatisfied as of September 30, 2025 as revenue by September 30, 2026.

following table summarizes deferred revenue activities for the periods presented:

OF CONTRACT WITH CUSTOMER LIABILITY

Three Months Ended June 30,

Six Months Ended June 30,

SCHEDULE OF CONTRACT WITH CUSTOMER LIABILITY

Months Ended September 30,

Beginning of period

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Receivable, net

receivable principally consist of amounts due from third-party merchant processors, who process our subscription revenues;

accounts balance receivable represents the charges processed by the merchants that have not yet been deposited with the Company.

unsettled merchant receivable amount normally represents processed sale transactions from the final one to three days of the month, with

collections being made by the Company within the first week of the following month.

Management determines the need, if any, for an allowance

for future credits to be granted to customers, by regularly evaluating aggregate customer refund activity, coupled with the consideration

and current economic conditions in its evaluation of an allowance for future refunds and chargebacks.

As of June 30, 2025 and December

31, 2024, the reserve for sales returns and allowances was approximately $ 832 thousand and $ 894 thousand, respectively.

For all periods

presented, as noted above, the sales returns and allowances were recorded in accrued expenses on the unaudited condensed consolidated

receivable principally consist of payments due from merchant processors for the settlement of credit card transactions with customers.

The merchant accounts receivable balance represents the charges processed by the merchants that have not yet been deposited with the

The unsettled merchant receivable amount normally represents processed sale transactions from the final one to three days of

the month, with collections being made by the Company within the first week of the following month.

Management determines the need, if

any, for an allowance for future credits to be granted to customers, by regularly evaluating aggregate customer refund activity, coupled

with the consideration and current economic conditions in its evaluation of an allowance for future refunds and chargebacks.

As of September

30, 2025 and December 31, 2024, the reserve for sales returns and allowances was approximately $ 739 thousand and $ 894 thousand, respectively.

For all periods presented, the sales returns and allowances were recorded in accrued expenses on the unaudited condensed consolidated

balance sheets.

Company’s accounts receivable balances are as follows for each of the periods presented:

OF ACCOUNTS RECEIVABLE

SCHEDULE OF ACCOUNTS RECEIVABLE

Beginning of period

End of period

of June 30, 2025 and December 31, 2024, inventory primarily consisted of finished goods, raw materials and packaging related to the Company’s

OTC products included in the telehealth revenue section of the table above.

Inventory is maintained at the Company’s third-party

warehouse location in Wyoming and at various Amazon fulfillment centers.

The Company also maintains inventory at a company owned warehouse

in Pennsylvania.

of September 30, 2025 and December 31, 2024, inventory primarily consisted of finished goods, raw materials and packaging related to

the Company’s OTC products included in the telehealth product revenue section of the table above.

Inventory is maintained at the

Company’s third-party warehouse location in Wyoming and at various Amazon fulfillment centers.

The Company also maintains inventory

at a company owned warehouse in Pennsylvania.

is valued at the lower of cost or net realizable value with cost determined on an average cost basis.

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inventory with the net realizable value and an allowance is made for writing down inventory to net realizable, if lower.

As of June 30,

As of September

30, 2025 and December 31, 2024, the Company recorded an inventory reserve of approximately $ 153 thousand and $ 263 thousand, respectively.

of June 30, 2025 and December 31, 2024, the Company’s inventory consisted of the following:

of September 30, 2025 and December 31, 2024, the Company’s inventory consisted of the following:

SUMMARY OF INVENTORY

Finished goods

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previously paid.

As of June 30, 2025 and December 31, 2024, the Company has approximately $ 251 thousand and $ 41 thousand, respectively,

As of September 30, 2025 and December 31, 2024, the Company has approximately $ 371 thousand and $ 41 thousand, respectively,

of product deposits with multiple vendors for the purchase of raw materials or finished goods.

2 unchanged sentences

of the product deposit.

As of June 30, 2025, the Company approximates its implicit purchase commitments to be $ 616 thousand, of which

the vast majority are with two vendors that manufacture the Company’s finished goods inventory for its RexMD product line.

As of September 30, 2025, the Company approximates its implicit purchase commitments to be $ 727 thousand, of

which the majority are with three vendors that manufacture the Company’s finished goods inventory for its RexMD product line.

Software Costs

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for capitalization, in accordance with ASC 350-40 , Internal-Use Software , are expensed as incurred.

As of June 30, 2025 and December

31, 2024, the Company capitalized a net amount of $ 14.8 million and $ 13.8 million, respectively, related to internally developed software

costs which are amortized over the useful life and included in development costs on our unaudited condensed consolidated statement of

As of September 30, 2025 and

December 31, 2024, the Company capitalized a net amount of $ 15.2 million and $ 13.8 million, respectively, related to internally developed

software costs which are amortized over the useful life and included in development costs on our unaudited condensed consolidated statement

of operations.

assets are comprised of:

12 unchanged sentences

recognized as the amount by which the carrying amount of the assets exceeds the estimated fair values of the assets.

As of June 30, 2025

and December 31, 2024, the Company determined that no events or changes in circumstances existed that would indicate any impairment of

its long-lived assets.

As of September

30, 2025 and December 31, 2024, the Company determined that no events or changes in circumstances existed that would indicate any impairment

of its long-lived assets.

Company files corporate federal, state, and local tax returns.

2 unchanged sentences

and deferred taxes in accordance with ASC 740, Accounting for Income Taxes .

This ASC requires recognition of deferred tax assets and

liabilities for temporary differences between tax basis of assets and liabilities and the amounts at which they are carried in the financial

statements, based upon the enacted rates in effect for the year in which the differences are expected to reverse.

The Company establishes

a valuation allowance when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company periodically assesses

the value of its deferred tax asset, a majority of which has been generated by a history of net operating losses and management determines

the necessity for a valuation allowance.

ASC 740 also provides a recognition threshold and measurement attribute for the financial statement

recognition of a tax position taken or expected to be taken in a tax return.

Using this guidance, a company may recognize the tax benefit

from an uncertain tax position in its financial statements only if it is more likely-than-not (i.e., a likelihood of more than 50%) that

the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.

The Company’s

tax returns for all years since December 31, 2021, remain open to audit by all related taxing authorities.

The Company has net operating

loss carryforwards for federal income tax reporting purposes that may be applied against current and future taxable income.

All remaining

net operating loss carryforwards were generated after 2017 and can be carried forward indefinitely.

The Company has fully reserved the

deferred tax asset resulting from available net operating loss carryforwards.

July 4, 2025, President Trump signed into law the legislation formally titled “An Act to Provide for Reconciliation Pursuant to

Title II of H.

14” and commonly referred to as the One Big Beautiful Bill.

The Company is currently evaluating income

tax implications of this Act.

ASC 740 requires recognition of deferred tax assets

and liabilities for temporary differences between tax basis of assets and liabilities and the amounts at which they are carried in the

financial statements, based upon the enacted rates in effect for the year in which the differences are expected to reverse.

establishes a valuation allowance when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company periodically

assesses the value of its deferred tax asset, a majority of which has been generated by a history of net operating losses.

determines the necessity for a valuation allowance.

ASC 740 also provides a recognition threshold and measurement attribute for the financial

statement recognition of a tax position taken or expected to be taken in a tax return.

Using this guidance, a company may recognize the

tax benefit from an uncertain tax position in its financial statements only if it is more likely-than-not (i.e., a likelihood of more

than 50%) that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.

The tax benefits recognized in the financial statements from such a position would be measured based on the largest benefit that has

a greater than 50% likelihood of being realized upon ultimate settlement.

The Company’s tax returns for all years since December

31, 2021, remain open to audit by all related taxing authorities.

The Company has net operating loss carryforwards for federal income

tax reporting purposes that may be applied against current and future taxable income.

All remaining net operating loss carryforwards

were generated after 2017 and can be carried forward indefinitely.

The Company has fully reserved the deferred tax asset resulting from

available net operating loss carryforwards.

Company follows the provisions of ASC 718, Share-Based Payment .

37 unchanged sentences

that is significant to the fair value measurement.

carrying value of the Company’s financial instruments, including cash, accounts receivable, accounts payable, accrued expenses,

and the face amount of notes payable and convertible long term debt approximate fair value for all periods presented.

fair value of the Company’s money market account is valued using Level 1 inputs.

The carrying value of the Company’s financial

instruments, including cash, accounts receivable, accounts payable, accrued expenses, and the face amount of notes payable and convertible

long-term debt approximate fair value for all periods presented.

Concentrations

3 unchanged sentences

manufacturers or pharmacies cease to perform adequately.

As of June 30, 2025, two third-party pharmacies supplied 70 % of the Company’s

As of September 30, 2025, one third-party pharmacy supplied 75 % of the Company’s

total fulfillment services.

As of December 31, 2024, three third-party pharmacies supplied 98 % of the Company’s total fulfillment

As of June 30, 2025, one of our vendors supplied 14 % of the Company’s total prescription medications.

This same vendor

did not supply more than 10 % of the Company’s total prescription medications as of December 31, 2024.

Accounting Pronouncements

5 unchanged sentences

The Company is currently

evaluating the impact that ASU 2023-09 will have to its consolidated financial statements and related disclosures.

evaluating the impact this guidance will have on the disclosures in the consolidated financial statements.

November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures

4 unchanged sentences

Early adoption is permitted and the amendments in this update should be applied either prospectively or retrospectively.

Company is evaluating the impact this guidance will have on the disclosures in the consolidated financial statements.

Company is currently evaluating the impact this guidance will have on the disclosures in the consolidated financial statements.

September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Improvements to the Accounting for Internal-Use Software , to simplify and modernize the accounting for internal-use software costs.

The amendments remove references to prescriptive software development stages and clarify that capitalization of eligible software development

costs begins when management authorizes and commits to funding the project and it is probable the project will be completed, and the

software will be used as intended.

The amendments in this update are effective for annual reporting periods beginning after December

15, 2027, and interim reporting periods within those annual periods.

Early adoption is permitted, and the guidance may be applied prospectively,

retrospectively, or using a modified approach for in-process projects.

The Company is evaluating the impact this guidance will have on

the consolidated financial statements and related disclosures.

other accounting standards updates that have been issued or proposed by the FASB that do not require adoption until a future date are

not expected to have a material impact on the unaudited condensed consolidated financial statements upon adoption.

3 – REVISIONS TO PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Company is revising its previously issued financial statements to correct for:

(1) errors identified associated with the calculation

of revenue, deferred revenue, accounts receivable and accrued expenses and (2) previously identified out-of-period adjustments.

The Company has evaluated these errors in

accordance with ASC 650-10-S99 and S55 (formerly Staff Accounting Bulletins (“SAB”) No.

108), Accounting

Changes and Error Corrections.

the three months ended September 30, 2025, the Company identified errors related to the recording of net revenue as agent in certain

arrangements with the Company’s third-party pharmacy providers, which resulted in the misstatement of revenue in its

previously issued 2023, 2024 annual and interim financial statements and its previously issued 2025 interim financial statements.

Although the Company has determined such errors to be immaterial to its previously issued financial statements, the Company has

revised its previously issued financial statements to correct these errors.

The cumulative impact of such errors for periods prior

to 2024 of $ 106 thousand has been accounted for as an adjustment to retained earnings as of January 1, 2024.

addition, the Company previously identified various out-of-period amounts included in its previously issued financial statements

that were deemed to be quantitatively and qualitatively immaterial, individually and in the aggregate, to the financial statements

in the periods recorded or to the relevant prior periods.

Accordingly, the Company corrected these errors in its financial

statements in the periods that the errors were identified.

The Company is revising its previously issued financial statements to

correct for these errors in the appropriate prior periods.

immaterial errors consist of:

a $1.0 million understatement of an insurance receivable and corresponding liability related to a pending legal matter previously

recorded on a net basis, (2) a $1.0 million, $1.0 million and $1.5 million understatement of accounts receivable and corresponding

liability related to deferred costs associated with one of the Company’s net revenue arrangements with a third-party pharmacy

provider as of December 31, 2024, March 31, 2025 and June 30, 2025, respectively, (3) $1.5 million in voluntary disclosure sales tax expense that was overstated for the year ended December 31, 2024 and

understated by $1.5 million for the years ended December 31, 2023, 2022 and 2021 for the Company’s WorkSimpli operating

segment and (4) $0.5 million in WorkSimpli distributions that understated non-controlling interest during the three months ended

December 31, 2024 and overstated non-controlling interest for the first and second quarters of 2024.

The Company will effect such revisions to its consolidated

balance sheet as of December 31, 2024 and its consolidated statement of operations, consolidated statement of changes

in stockholders’ equity (deficit) and consolidated statement of cash flows for the year ended December 31, 2024 in connection

with the future filing of its 2025 Annual Report on Form 10-K, which contain this comparative period and will effect the revisions for

the three months ended March 31, 2025 and the three and six months ended June 30, 2025 in connection with the future filings of its Form

10-Q which contain these comparative periods.

following tables present the effect of the revisions on the financial statements previously issued as of and for the year ended

December 31, 2024, for the three months ended September 30, 2024, as of and for the nine months ended September 30, 2024, as of and

for the three months ended March 31, 2025, for the three months ended June 30, 2025 and as of and for the six months ended June 30,

2025 as a result of the error corrections described above:

OF REVISION ON THE PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS

of and for the Year Ended December 31, 2024

Consolidated Balance

Accounts receivable

Other current assets

Total Current Assets

Accrued expenses

Deferred revenue

Total Current Liabilities

Total Liabilities

Accumulated deficit

$ 236,253,218

$ 239,850,931

Total LifeMD, Inc.

Stockholders’

Non-controlling interest

$ ( 1,440,133 )

$ ( 1,529,094 )

Total Stockholders’

Total Liabilities, Mezzanine

Equity and Stockholder’s Deficit

Consolidated Statement

of Operations:

Telehealth revenue, net

$ 158,438,631

$ ( 3,614,556 )

$ 154,824,075

Total revenues, net

$ 212,453,838

$ ( 3,614,556 )

$ 208,839,282

$ 188,385,359

$ ( 3,614,556 )

$ 184,770,803

General and administrative expenses

$ ( 1,482,913 )

Total expenses

$ 204,530,040

$ ( 1,482,913 )

$ 203,047,127

Operating loss

$ ( 16,144,681 )

$ ( 2,131,643 )

$ ( 18,276,324 )

Loss from operations before income taxes

$ ( 18,326,498 )

$ ( 2,131,643 )

$ ( 20,458,141 )

$ ( 18,728,498 )

$ ( 2,131,643 )

$ ( 20,860,141 )

Net income attributable to noncontrolling interests

Net loss attributable to LifeMD, Inc.

$ ( 18,881,732 )

$ ( 2,527,284 )

$ ( 21,409,016 )

Net loss attributable to LifeMD, Inc.

$ ( 21,987,982 )

$ ( 2,527,284 )

$ ( 24,515,266 )

Basic loss per share attributable to LifeMD,

common stockholders

Diluted loss per share attributable to LifeMD,

common stockholders

Consolidated Statement of Changes in Stockholders’ Equity (Deficit):

Accumulated deficit

$ 236,253,218

$ 239,850,931

Non-controlling interest

$ ( 1,440,133 )

$ ( 1,529,094 )

Consolidated Statement of Cash Flows:

$ ( 18,728,498 )

$ ( 2,131,643 )

$ ( 20,860,141 )

Accounts receivable

$ ( 2,940,563 )

$ ( 1,647,760 )

$ ( 4,588,323 )

Other current assets

$ ( 1,737,721 )

$ ( 1,000,000 )

$ ( 2,737,721 )

Deferred revenue

Accrued expenses

Net cash provided by operating activities

the Three Months Ended September 30, 2024

Condensed Consolidated Statement of Operations:

Telehealth revenue, net

$ ( 120,863 )

Total revenues, net

$ ( 120,863 )

General and administrative expenses

$ ( 810,701 )

Total expenses

$ ( 810,701 )

Operating loss

$ ( 4,686,112 )

$ ( 3,996,274 )

Loss from operations before income taxes

$ ( 5,244,709 )

$ ( 4,554,871 )

$ ( 5,477,232 )

$ ( 4,787,394 )

Net loss attributable to non-controlling interests

$ ( 345,767 )

$ ( 129,472 )

Net loss attributable to LifeMD, Inc.

$ ( 5,131,465 )

$ ( 4,657,922 )

Net loss attributable to LifeMD, Inc.

$ ( 5,908,028 )

$ ( 5,434,485 )

Basic loss per share attributable to LifeMD,

common stockholders

Diluted loss per share attributable to LifeMD,

common stockholders

As of and for

the Nine Months Ended September 30, 2024

Condensed Consolidated Statement of Operations:

Telehealth revenue, net

$ 108,549,257

$ 109,687,054

Total revenues, net

$ 148,199,266

$ 149,337,063

$ 133,560,633

$ 134,698,430

General and administrative expenses

$ ( 1,592,078 )

Total expenses

$ 150,723,556

$ ( 1,592,078 )

$ 149,131,478

Operating loss

$ ( 17,162,923 )

$ ( 14,433,048 )

Loss from operations before income taxes

$ ( 18,730,666 )

$ ( 16,000,791 )

$ ( 18,963,189 )

$ ( 16,233,314 )

Net (loss) income attributable to noncontrolling

$ ( 187,729 )

Net loss attributable to LifeMD, Inc.

$ ( 18,775,460 )

$ ( 16,470,351 )

Net loss attributable to LifeMD, Inc.

$ ( 21,105,148 )

$ ( 18,800,039 )

Basic loss per share attributable to LifeMD,

common stockholders

Diluted loss per share attributable to LifeMD,

common stockholders

Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit):

Accumulated deficit

$ 235,370,384

$ ( 1,234,680 )

$ 234,135,704

Non-controlling interest

$ ( 1,765,058 )

$ ( 1,388,096 )

Condensed Consolidated Statement

of Cash Flows:

$ ( 18,963,189 )

$ ( 16,233,314 )

Accounts receivable

$ ( 722,251 )

$ ( 4,450,283 )

$ ( 5,222,534 )

Other current assets

$ ( 1,303,495 )

$ ( 1,000,000 )

$ ( 2,303,495 )

Deferred revenue

Accrued expenses

Net cash provided by operating activities

Distributions to non-controlling interest

$ ( 108,000 )

$ ( 495,048 )

$ ( 603,048 )

Net cash used in financing activities

$ ( 2,688,722 )

$ ( 495,048 )

$ ( 3,183,770 )

As of and for

the Three Months Ended March 31, 2025

Condensed Consolidated Statement of Operations:

Telehealth revenue, net

$ ( 1,568,582 )

Total revenues, net

$ ( 1,568,582 )

Operating income

$ ( 1,568,582 )

Net income (loss) attributable to LifeMD,

$ ( 1,568,582 )

$ ( 183,778 )

Net income (loss) attributable to LifeMD, Inc.

common stockholders

$ ( 1,568,582 )

$ ( 960,341 )

Basic earnings (loss) per share attributable

to LifeMD, Inc.

common stockholders

Diluted earnings (loss) per share attributable

to LifeMD, Inc.

common stockholders

Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit):

Accumulated deficit

$ 235,644,977

$ 240,811,272

Non-controlling interest

$ ( 1,935,978 )

$ ( 2,024,939 )

Condensed Consolidated Statement of Cash Flows:

$ ( 1,568,582 )

Accounts receivable

( 1,974,961 )

Deferred revenue

Net cash provided by operating activities

the Three Months Ended June 30, 2025

Condensed Consolidated Statement of Operations:

Telehealth revenue, net

Total revenues, net

Operating loss

$ ( 906,772 )

$ ( 451,562 )

$ ( 1,569,799 )

$ ( 1,114,589 )

Net loss attributable to LifeMD, Inc.

$ ( 2,074,874 )

$ ( 1,619,664 )

Net loss attributable to LifeMD, Inc.

$ ( 2,851,436 )

$ ( 2,396,226 )

Basic loss per share attributable to LifeMD,

common stockholders

Diluted loss per share attributable to LifeMD,

common stockholders

As of and for

the Six Months Ended June 30, 2025

Condensed Consolidated Statement of Operations:

Telehealth revenue, net

$ 101,020,153

$ ( 1,113,372 )

Total revenues, net

$ 127,915,941

$ ( 1,113,372 )

$ 126,802,569

$ 111,841,321

$ ( 1,113,372 )

$ 110,727,949

Operating income

$ ( 1,113,372 )

Operating income (loss)

( 1,113,372 )

Net income (loss)

$ ( 1,113,372 )

$ ( 766,522 )

Net loss attributable to LifeMD, Inc.

$ ( 690,070 )

$ ( 1,113,372 )

$ ( 1,803,442 )

Net loss attributable to LifeMD, Inc.

$ ( 2,243,195 )

$ ( 1,113,372 )

$ ( 3,356,567 )

Basic loss per share attributable to LifeMD,

common stockholders

Diluted loss per share attributable to LifeMD,

common stockholders

Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit):

Accumulated deficit

$ 238,496,413

$ 243,207,498

Non-controlling interest

$ ( 2,164,934 )

$ ( 2,253,895 )

Condensed Consolidated Statement of Cash Flows:

Net income (loss)

$ ( 1,113,372 )

$ ( 766,522 )

Accounts receivable

Deferred revenue

$ ( 2,690,893 )

$ ( 2,723,205 )

Accrued expenses

$ ( 5,865,264 )

$ ( 5,365,264 )

Net cash provided by operating activities

accompanying notes to the unaudited condensed consolidated financial statements reflect the impact of this revision.

4 – ACQUISITIONS

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certain intangible assets of OHHMD, a nationwide virtual care provider focused on women’s health and hormone replacement therapies.

The acquisition marks the launch of the Company’s official entry into the women’s health market and establishes a scalable

The acquisition marked the launch of the Company’s official entry into the women’s health market and establishes a scalable

clinical foundation for a comprehensive virtual health program under the LifeMD brand, focused on hormone health, bone density, metabolism,

and long-term wellness.

accordance with ASC 805, Business Combinations, the Company accounted for the OHHMD APA as an acquisition of assets.

price consists of 50,000 shares of the Company’s common stock, issued at closing and other nominal consideration.

Company accounted for the OHHMD APA as an acquisition of assets as it was determined that OHHMD did not have substantive processes at

the acquisition date and, therefore, did not meet the definition of a business under ASC 805, Business Combinations .

price consisted of 50,000 shares of the Company’s common stock, issued at closing and other nominal consideration.

In April 2025,

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5 – INTANGIBLE ASSETS

of June 30, 2025 and December 31, 2024, the Company has the following amounts related to amortizable intangible assets:

OF INTANGIBLE ASSETS

of September 30, 2025 and December 31, 2024, the Company has the following amounts related to amortizable intangible assets:

SCHEDULE OF INTANGIBLE ASSETS

Amortizable Intangible Assets:

ResumeBuild brand

Customer relationship asset

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( 3,997,840 )

Total intangible assets, net

aggregate amortization expense of the Company’s intangible assets for the three months ended June 30, 2025 and 2024 was $ 261 thousand

and $ 246 thousand, respectively.

The aggregate amortization expense of the Company’s intangible assets for the six months ended

June 30, 2025 and 2024 was $ 506 thousand and $ 492 thousand, respectively.

Total amortization expense for the remainder of 2025 is approximately

$ 539 thousand, $ 1.0 million for 2026, $ 214 thousand for 2027 and $ 34 thousand for 2028.

intangible assets, net

aggregate amortization expense of the Company’s intangible assets for the three months ended September 30, 2025 and 2024 was $ 269

thousand and $ 246 thousand, respectively, and for the nine months ended September 30, 2025 and 2024 was $ 775 thousand and $ 738 thousand,

respectively.

6 – ACCRUED EXPENSES

of June 30, 2025 and December 31, 2024, the Company has the following amounts related to accrued expenses:

OF ACCRUED EXPENSES

of September 30, 2025 and December 31, 2024, the Company has the following amounts related to accrued expenses:

SCHEDULE OF ACCRUED EXPENSES

Accrued selling and marketing expenses

Accrued compensation

Accrued legal and professional fees

Accrued deferred costs

Sales tax payable

Accrued dividends payable

Accrued legal and professional fees

Other accrued expenses

Total accrued expenses

6 – LONG-TERM DEBT

accrued expenses

7 – CONVERTIBLE LONG-TERM DEBT

Capital Credit Facility

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The relative fair value of the Avenue Warrants upon closing was $ 873 thousand.

In addition, Avenue has converted $ 2 million

of the $ 15 million in term loans funded at closing into shares of the Company’s common stock, at a price per share equal to $ 1.49 .

As of June 30, 2025, there is $ 0 in term loans remaining to be converted.

The relative fair value of the Avenue Warrants was recorded

as a debt discount and is included as a reduction to long-term debt on the unaudited condensed consolidated balance sheet as of June

The Company incurred other fees associated with the Avenue Facility including:

(1) a $300 thousand financing fee, (2) a $200

thousand upfront commitment fee of 1% of the total $20 million in committed capital and (3) $27 thousand in legal fees.

The total debt

discount recorded of $1.4 million will be amortized over a forty-two-month period.

Total amortization of debt discount was $ 100 thousand

for both the three months ended June 30, 2025 and 2024, and $ 201 thousand for both the six months ended June 30, 2025 and 2024.

received gross proceeds of $ 15.0 million at closing (net proceeds of $ 12.3 million after repayment of the $ 2 million outstanding CRG

loan balance and various fees).

Avenue Facility matures on October 1, 2026 and interest is based on the greater of:

(1) the Prime Rate (as defined in the Supplement)

plus 4.75% and (2) 12.5%.

As of June 30, 2025, the interest rate was 12.5%.

Interest only payments were extended until May 2025.

Company may prepay the loans, subject to a prepayment penalty of 1.00 % to 3.00 % of the principal amount prepaid, depending on the timing

of the prepayment.

Proceeds from the Avenue Facility were used to repay the Company’s outstanding notes payable balances with CRG

Financial and are expected to be utilized for general corporate purposes.

of June 30, 2025, there was $ 15.9 million

in principal outstanding under the Avenue Facility.

On August 5, 2025, the Company paid the remaining $ 14.0 million in outstanding principal

payments on the Avenue Facility and the prepayment penalty as noted in the Avenue Credit Agreement.

As of August 5, 2025, there are no

remaining principal payments on the Avenue Facility.

Company is subject to certain affirmative and negative covenants under the Avenue Facility, including the requirement, beginning on the

closing date, to maintain at least $ 5 million of unrestricted cash to be tested at the end of each month, and beginning on the period

ended September 30, 2023, and at the end of each quarter thereafter, a trailing six-month cash flow, subject to certain adjustments as

provided by the Avenue Credit Agreement, of at least $ 2 million.

In addition, Avenue converted $ 2 million of

the $ 15 million in term loans funded at closing into shares of the Company’s common stock, at a price per share equal to $ 1.49 .

As of September 30, 2025, there is $ 0 in term loans remaining to be converted.

November 15, 2023, Avenue converted $ 1 million of the principal amount of the outstanding term loans into shares of the Company’s

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Avenue Warrants on a cashless basis resulting in 388,650 shares of the Company’s common stock issued.

interest expense on long-term debt, inclusive of amortization of debt discounts, amounted to approximately $ 567 thousand and $ 674 thousand

for the three months ended June 30, 2025 and 2024, respectively.

Total interest expense on long-term debt, inclusive of amortization

of debt discounts, amounted to $ 1.2 million and $ 1.4 million for the six months ended June 30, 2025 and 2024, respectively.

August 5, 2025, the Company paid the remaining $ 14.0 million in outstanding principal payments on the Avenue Facility and the prepayment

penalty as noted in the Avenue Credit Agreement.

As of September 30, 2025, there are no principal payments remaining on the Avenue Facility.

The Company recorded a loss on debt extinguishment of $ 1.2 million within its unaudited condensed consolidated financial statements for

the three and nine months ended September 30, 2025.

interest expense on convertible long-term debt, inclusive of amortization of debt discounts, amounted to approximately $ 241 thousand

and $ 681 thousand for the three months ended September 30, 2025 and 2024, respectively, and $ 1.5 million and $ 2.0 million for the nine

months ended September 30, 2025 and 2024, respectively.

8 – STOCKHOLDERS’ EQUITY (DEFICIT)

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stock under the ATM Sales Agreement.

As of June 30, 2025, the Company had $ 53.3 million available under the ATM Sales Agreement, which

is part of the $ 150.0 million available under the 2024 Shelf.

Refer to Note 13-Subsequent Events for sales of common stock under the

ATM Sales Agreement subsequent to June 30, 2025.

the six months ended June 30, 2025, the Company issued an aggregate of 106,258 shares of common stock related to the cashless exercise

the six months ended June 30, 2025, the Company issued an aggregate of 390,115 shares of common stock related to the cashless exercise

Stock Transactions During the Six Months Ended June 30, 2025

the six months ended June 30, 2025, the Company issued an aggregate of 1,628,904 shares of common stock for service, including vested

restricted stock.

As of September 30, 2025, the Company had $ 44.6 million available under the ATM Sales Agreement.

the nine months ended September 30, 2025, the Company issued an aggregate of 131,531 shares of common stock related to the cashless exercise

the nine months ended September 30, 2025, the Company issued an aggregate of 390,115 shares of common stock related to the cashless exercise

the nine months ended September 30, 2025, the Company issued an aggregate of 100,000 shares of common stock related to the exercise of

warrants for total proceeds of approximately $ 465 thousand.

the nine months ended September 30, 2025, the Company issued an aggregate of 1,250 shares of common stock related to the exercise of

options for total proceeds of approximately $ 6 thousand.

the nine months ended September 30, 2025, the Company issued an aggregate of 2,284,515 shares of common stock for service, including

vested restricted stock.

the nine months ended September 30, 2025, the Company issued an aggregate of 50,000 shares of common stock related to the OHHMD APA.

the nine months ended September 30, 2025, the Company issued an aggregate of 762,990 shares of common stock related to the ATM

Sales Agreement and net proceeds received were $ 8.7 million .

May 29, 2025, Avenue converted $ 1 million of the principal amount of the outstanding term loans into shares of the Company’s common

This resulted in 672,042 shares of common stock issued to Avenue.

the six months ended June 30, 2025, the Company issued an aggregate of 50,000 shares of common stock related to the OHHMD APA.

Non-controlling

income attributed to non-controlling interest amounted to approximately $ 505 thousand and $ 39 thousand for the three months ended June

income attributed to non-controlling interest amounted to approximately $ 249 thousand for the three months ended September 30, 2025 compared

to net loss of $ 129 thousand for the three months ended September 30, 2024.

During the three months ended September 30, 2025 and 2024,

the Company paid distributions to non-controlling interest holders of approximately $ 450 thousand and $ 36 thousand, respectively.

income attributed to the non-controlling interest amounted to $ 1.3 million and $ 237 thousand for the nine months ended September 30,

2025 and 2024, respectively.

During the three months ended June 30, 2025 and 2024, the Company paid distributions to non-controlling

interest holders of $ 276 thousand and $ 36 thousand, respectively.

Net income attributed to the non-controlling interest amounted to $ 1

million and $ 158 thousand for the six months ended June 30, 2025 and 2024, respectively.

During the six months ended June 30, 2025 and

2024, the Company paid distributions to non-controlling shareholders of $ 312 thousand and $ 72 thousand, respectively.

During the nine months ended September 30, 2025 and 2024, the Company paid distributions to non-controlling

shareholders of $ 762 thousand and $ 603 thousand, respectively.

Company pays cumulative dividends on its Series A Preferred Stock, in the amount of $ 2.21875 per share each year, which is equivalent

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on or about the 15th day of January, April, July, and October of each year.

Dividends declared and paid on the Series A Preferred Stock

during the six months ended June 30, 2025 are as follows:

(1) quarterly dividend declared on March 25, 2025 to holders of record as of

April 4, 2025, which was paid on April 15, 2025, and (2) quarterly dividend declared on June 23, 2025 to holders of record as of July

3, 2025 which was paid on July 15, 2025.

Dividends declared and paid on the Series A Preferred Stock during the six months ended June

30, 2024 are as follows:

(1) quarterly dividend declared on March 26, 2024 to holders of record as of April 5, 2024, which was paid on

April 15, 2024, and (2) quarterly dividend declared on June 25, 2024 to holders of record as of July 5, 2024 which was paid on July 15,

The dividends are included in the Company’s results of operations for the three and six months ended June 30, 2025 and 2024.

The dividends are included in the Company’s results

of operations for the three and nine months ended September 30, 2025 and 2024.

Dividends declared and paid on the Series A Preferred

Stock during the nine months ended September 30, 2025 and 2024 are as follows:

SCHEDULE OF DIVIDENDS DECLARED AND PAID ON THE SERIES A PREFERRED STOCK

January 8, 2021, the Company approved the Company’s 2020 Equity and Incentive Plan (the “2020 Plan”).

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under the Amended 2020 Plan by 3,000,000 shares.

of June 30, 2025, the Amended 2020 Plan provided for the issuance of up to 8,250,000 shares of Common Stock.

of September 30, 2025, the Amended 2020 Plan provided for the issuance of up to 8,250,000 shares of Common Stock.

Remaining authorization

under the Amended 2020 Plan was 1,075,844 shares as of June 30, 2025.

under the Amended 2020 Plan was 867,511 shares as of September 30, 2025.

forms of award agreements to be used in connection with awards made under the Amended 2020 Plan to the Company’s executive officers

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the Company had granted service-based stock options and performance-based stock options separate from the Amended 2020 Plan.

The following

is a summary of outstanding options activity under our Amended 2020 Plan for the six months ended June 30, 2025:

OF OPTION ACTIVITY

Options Outstanding Number of Shares

Exercise Price per Share

Weighted Average Remaining Contractual Life

Weighted Average Exercise Price per Share

following is a summary of outstanding options activity under our Amended 2020 Plan for the nine months ended September 30, 2025:

SCHEDULE OF OPTION ACTIVITY

Balance, December 31, 2024

Cancelled/Forfeited/Expired

Balance at June 30, 2025

Balance at September

Exercisable at December 31, 2024

Exercisable at June 30, 2025

compensation expense under the Amended 2020 Plan options above was approximately $ 21 thousand and $ 397 thousand for the three months

ended June 30, 2025 and 2024, respectively, with unamortized expense remaining of $ 1 thousand as of June 30, 2025.

Total compensation

expense under the Amended 2020 Plan options above was approximately $ 29 thousand and $ 1.1 million for the six months ended June 30, 2025

Exercisable at September 30, 2025

compensation expense for the Amended 2020 Plan options above was approximately $ 1 thousand and $ 109 thousand for the three months ended

September 30, 2025 and 2024, respectively, with no unamortized expense remaining as of September 30, 2025.

Total compensation expense

under the Amended 2020 Plan options above was approximately $ 29 thousand and $ 1.2 million for the nine months ended September 30, 2025

and 2024, respectively.

During the six months ended June 30, 2025, 10,500 options were exercised on a cashless basis, which resulted

in 6,726 shares issued.

As of June 30, 2025, aggregate intrinsic value of vested service-based options outstanding was $ 1.7 million.

During the nine months ended September 30, 2025, 30,500 options were exercised on a cashless basis, which resulted

in 17,613 shares issued, and 1,250 options were exercised for cash.

As of September 30, 2025, aggregate intrinsic value of vested service-based

options outstanding was $ 421 thousand.

following is a summary of outstanding service-based options activity (prior to the establishment of our Amended 2020 Plan above) for

the six months ended June 30, 2025:

OF OPTION ACTIVITY

Options Outstanding Number of Shares

Exercise Price per Share

Weighted Average Remaining Contractual Life

Weighted Average Exercise Price per Share

the nine months ended September 30, 2025:

SCHEDULE OF OPTION ACTIVITY

Balance, December 31, 2024

Cancelled/Forfeited/Expired

Balance at June 30, 2025

Balance at September 30, 2025

Exercisable December 31, 2024

Exercisable at June 30, 2025

total fair value of the options granted during the three months ended June 30, 2025 was $ 163 thousand, which was determined using the

Black-Scholes Pricing Model with the following assumptions:

dividend yield of 0 %, expected term of 5 years, volatility of 108.5 %, and

risk-free rate of 4.34 %.

Total compensation expense under the above service-based option plan was $ 0 and $ 49 thousand for the three months

ended June 30, 2025 and 2024, respectively, with no unamortized expense remaining as of June 30, 2025.

Total compensation expense under

the above service-based option plan was $ 145 thousand and $ 241 thousand for the six months ended June 30, 2025 and 2024, respectively.

During the six months ended June 30, 2025, 170,000 options were exercised on a cashless basis, which resulted in 99,532 shares issued.

As of June 30, 2025, aggregate intrinsic value of vested service-based options outstanding was $ 4.8 million.

following is a summary of outstanding performance-based options activity for the six months ended June 30, 2025:

OF OPTION ACTIVITY

Outstanding Number of Shares

Price per Share

Average Remaining Contractual Life

Average Exercise Price per Share

at December 31, 2024

Exercisable at September 30, 2025

total fair value of the options granted during the nine months ended September 30, 2025 was $ 163 thousand, which was determined using

the Black-Scholes Pricing Model with the following assumptions:

dividend yield of 0 %, expected term of 5 years, volatility of 108.5 %,

and risk-free rate of 4.34 %.

Total compensation expense under the above service-based option plan was $ 0 and $ 25 thousand for the three

months ended September 30, 2025 and 2024, respectively, with no unamortized expense remaining as of September 30, 2025.

Total compensation

expense under the above service-based option plan was $ 145 thousand and $ 266 thousand for the nine months ended September 30, 2025 and

2024, respectively.

During the nine months ended September 30, 2025, 197,000 options were exercised on a cashless basis, which resulted

in 113,918 shares issued.

As of September 30, 2025, aggregate intrinsic value of vested service-based options outstanding was $ 1.3 million.

following is a summary of outstanding performance-based options activity for the nine months ended September 30, 2025:

SCHEDULE OF OPTION ACTIVITY

Balance at December 31, 2024

Cancelled/Forfeited/Expired

at June 30, 2025

December 31, 2024

at June 30, 2025

compensation expense was recognized on the performance-based options above for the three and six months ended June 30, 2025 and 2024,

Balance at September 30, 2025

Exercisable December 31, 2024

Exercisable at September 30, 2025

compensation expense under the above performance-based options plan was $ 535 thousand for the three and nine months ended September 30,

No compensation expense was recognized on the performance-based options above for the three and nine months ended September 30,

2024, as the performance terms have not been met or are not probable.

As of June 30, 2025, aggregate intrinsic value of vested performance

As of September 30, 2025, aggregate intrinsic value of vested performance

options outstanding was $ 416 thousand.

and RSAs (under our Amended 2020 Plan)

following is a summary of outstanding RSUs and RSAs activity under our Amended 2020 Plan for the six months ended June 30, 2025:

OF RESTRICTED STOCK UNIT ACTIVITY

RSU Outstanding

Number of Shares

following is a summary of unvested RSUs and RSAs activity under our Amended 2020 Plan for the nine months ended September 30, 2025:

SCHEDULE OF RESTRICTED STOCK UNIT ACTIVITY

Balance at December 31, 2024

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Cancelled/Forfeited

Balance at June 30, 2025

Balance at September

total fair value of the 1,493,000 RSUs and RSAs granted was $ 10.5 million which was determined using the fair value of the quoted market

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Total compensation expense under the Amended 2020 Plan RSUs and RSAs above was approximately $ 2.7 million

and $ 3.5 million for the three months ended June 30, 2025 and 2024, respectively, with unamortized expense remaining of approximately

$ 10.0 million as of June 30, 2025.

and $ 2.1 million for the three months ended September 30, 2025 and 2024, respectively, with unamortized expense remaining of approximately

$ 9.6 million as of September 30, 2025.

Total compensation expense under the Amended 2020 Plan RSUs and RSAs above was $ 7.1 million and

million for the six months ended June 30, 2025 and 2024, respectively.

During the six months ended June 30, 2025, 1,468,610 RSUs and

RSAs vested, of which 1,466,404 RSUs and RSAs were issued.

$ 6.9 million for the nine months ended September 30, 2025 and 2024, respectively.

During the nine months ended September 30, 2025, 2,022,015

RSUs and RSAs were issued, which included 1,745,333 RSUs and RSAs that vested during the nine months ended September 30, 2025, and 276,682

RSUs and RSAs that vested previously.

and RSAs (outside of our Amended 2020 Plan)

following is a summary of outstanding RSUs and RSAs activity (outside of our Amended 2020 Plan) for the six months ended June 30, 2025:

OF RESTRICTED STOCK UNIT ACTIVITY

RSU Outstanding

Number of Shares

following is a summary of unvested RSUs and RSAs activity (outside of our Amended 2020 Plan) for the nine months ended September 30,

SCHEDULE OF RESTRICTED STOCK UNIT ACTIVITY

Balance at December 31, 2024

Balance at June 30, 2025

compensation expense for RSUs and RSAs outside of the Amended 2020 Plan was $ 0 and $ 255 thousand for the three months ended June 30,

2024, respectively, with no unamortized expense remaining as of June 30, 2025.

Total compensation expense for RSUs and RSAs outside of

the Amended 2020 Plan was $ 0 and $ 510 thousand for the six months ended June 30, 2025 and 2024, respectively.

During the six months ended

June 30, 2025, 162,500 RSUs and RSAs were issued, which included 100,000 RSUs and RSAs that vested during the six months ended June 30,

2025 and 62,500 RSUs and RSAs that vested previously.

following is a summary of outstanding and exercisable warrants activity during the three months ended June 30, 2025:

OF WARRANT OUTSTANDING AND EXERCISABLE

Warrants Outstanding Number of Shares

Balance at September

compensation expense for RSUs and RSAs outside of the Amended 2020 Plan was $ 0 and $ 202 thousand for the three months ended September

30, 2025 and 2024, respectively, with no unamortized expense remaining as of September 30, 2025.

Total compensation expense for RSUs

and RSAs outside of the Amended 2020 Plan was $ 0 and $ 712 thousand for the nine months ended September 30, 2025 and 2024, respectively.

During the nine months ended September 30, 2025, 262,500 RSUs and RSAs were issued, which included 200,000 RSUs and RSAs that vested

during the nine months ended September 30, 2025 and 62,500 RSUs and RSAs that vested previously.

following is a summary of outstanding and exercisable warrants activity during the nine months ended September 30, 2025:

SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE

Exercise Price

Weighted Average Remaining Contractual Life

Weighted Average Exercise Price

Balance at December 31, 2024

at December 31, 2024

Cancelled/Forfeited/Expired

Balance at June 30, 2025

Exercisable December 31, 2024

Exercisable June 30, 2025

compensation expense on the above warrants for services was $ 0 for both the three and six months ended June 30, 2025 and 2024, with no

unamortized expense remaining as of June 30, 2025.

During the six months ended June 30, 2025, 437,984 warrants were exercised on a cashless

basis, which resulted in 390,115 shares issued.

total stock-based compensation expense related to common stock issued for services, service-based stock options, performance-based stock

options, warrants, RSUs and RSAs amounted to approximately $ 2.1 million and $ 4.2 million for the three months ended June 30, 2025 and

2024, respectively.

The total stock-based compensation expense related to common stock issued for services, service-based stock options,

performance-based stock options, warrants and RSUs, and RSAs amounted to $ 4.6 million and $ 6.7 million for the six months ended June

30, 2025 and 2024, respectively.

Such amounts are included in general and administrative expenses in the unaudited condensed consolidated

statement of operations.

Unamortized expense remaining related to service-based stock options, performance-based stock options, warrants,

RSUs and RSAs was approximately $ 10.0 million as of June 30, 2025, which is expected to be recognized through 2028.

at September 30, 2025

December 31, 2024

September 30, 2025

compensation expense on the above warrants for services was $ 0 for both the three and nine months ended September 30, 2025 and 2024,

with no unamortized expense remaining as of September 30, 2025.

During the nine months ended September 30, 2025, 437,984 warrants were

exercised on a cashless basis, which resulted in 390,115 shares issued and 100,000 warrants were exercised for cash.

total stock-based compensation expense related to common stock granted for service-based stock options, performance-based stock options,

warrants, RSUs and RSAs amounted to approximately $ 3.2 million and $ 2.4 million for the three months ended September 30, 2025 and 2024,

respectively, and $ 7.8 million and $ 9.1 million for the nine months ended September 30, 2025 and 2024, respectively.

Such amounts are

included in general and administrative expenses in the unaudited condensed consolidated statement of operations.

Unamortized expense

remaining related to service-based stock options, performance-based stock options, warrants, RSUs and RSAs was approximately $ 9.6 million

as of September 30, 2025, which is expected to be recognized through 2028.

9 – EARNINGS (LOSS) PER SHARE

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EPS calculation for the entire period being presented.

following table sets forth the computation of basic and diluted earnings (loss) per share:

SCHEDULE OF BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

Three Months Ended June 30,

Six Months Ended June 30,

Net loss attributable to LifeMD, Inc.

common stockholders - basic

$ ( 2,851,436 )

$ ( 7,652,202 )

$ ( 2,243,195 )

$ ( 15,197,120 )

Net loss attributable to LifeMD, Inc.

common stockholders - diluted

$ ( 2,851,436 )

$ ( 7,652,202 )

$ ( 2,243,195 )

$ ( 15,197,120 )

Weighted average number of common shares outstanding - basic

Adjustment for the potential dilutive common shares

Weighted average number of common shares outstanding - diluted

Basic loss per share attributable to LifeMD, Inc.

common stockholders

Diluted loss per share attributable to LifeMD, Inc.

common stockholders

loss per share is the same as diluted net loss per share attributable to common stockholders for the three and six months ended June

loss per share is the same as diluted net loss per share attributable to common stockholders for the three and nine months ended September

30, 2025 and 2024, because the inclusion of potential shares of common stock would have been anti-dilutive.

following table discloses the securities that were not included in the computation of diluted net earnings (loss) per share as their

inclusion would have been anti-dilutive:

The following table discloses

the securities that were not included in the computation of diluted net earnings (loss) per share as their inclusion would have been

anti-dilutive:

SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES

Three Months Ended June 30,

Six Months Ended June 30,

Months Ended September 30,

RSUs and RSAs

Stock options

Convertible long-term debt

Company leases office space domestically under operating leases including:

Convertible long-term

Company leases office spaces domestically under operating leases including:

(1) the Company’s headquarters in New York, New York

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leases two office spaces in Puerto Rico for which the leases expire in 2026.

following is a summary of the Company’s operating right-of-use assets and operating lease liabilities as of June 30, 2025:

following is a summary of the Company’s operating right-of-use assets and operating lease liabilities as of September 30, 2025:

OF OPERATING RIGHT OF USE OF ASSETS

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table below reconciles the undiscounted future minimum lease payments under the above noted operating leases to the total operating lease

liabilities recognized on the unaudited condensed consolidated balance sheet as of June 30, 2025:

liabilities recognized on the unaudited condensed consolidated balance sheet as of September 30, 2025:

OF MATURITY OF OPERATING LEASE LIABILITIES

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( 3,881,482 )

Present value of operating lease liabilities

lease expenses were approximately $ 411 thousand and $ 232 thousand for the three months ended June 30, 2025 and 2024, respectively, and

$ 821 thousand and $ 458 thousand for the six months ended June 30, 2025 and 2024, respectively, and were included in other operating expenses

in our unaudited condensed consolidated statement of operations.

Present value of operating

lease liabilities

lease expenses were approximately $ 415 thousand and $ 289 thousand for the three months ended September 30, 2025 and 2024, respectively,

and $ 1.2 million and $ 747 thousand for the nine months ended September 30, 2025 and 2024, respectively, and were included in other operating

expenses in our unaudited condensed consolidated statement of operations.

cash flow information related to operating lease liabilities consisted of the following:

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balance sheet information related to operating lease liabilities consisted of the following:

June 30, 2025

December 31, 2024

Weighted average remaining lease term in years

Weighted average remaining lease

term in years

Weighted average discount rate

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equaling the total expected product acceptance cost in excess of the product deposit.

As of June 30, 2025, the Company approximates its

implicit purchase commitments to be $ 616 thousand.

As of September 30, 2025, the Company approximates

its implicit purchase commitments to be $ 727 thousand.

the normal course of business operations, the Company may become involved in various legal matters.

As of June 30, 2025, other than as

set forth below, the Company’s management does not believe that there are any potential legal matters that could have an adverse

effect on the Company’s consolidated financial position.

As of September 30, 2025, other than

as set forth below, the Company’s management does not believe that there are any potential legal matters that could have a material

adverse effect on the Company’s consolidated financial position.

August 27, 2025, a purported shareholder filed a putative class action complaint in the United States District Court for the Eastern

District of New York (“EDNY”) against the Company, the Company’s Chief Executive Officer, Mr.

Schreiber, and the

Company’s Chief Financial Officer, Mr.

Benathen, (collectively, the “Defendants”), captioned Johnston v.

LifeMD, Inc., et al.

25-cv-04761, alleging:

(i) violations of Section 10(b) of the Securities Exchange Act of 1934, as

amended (the “Exchange Act”) and Rule 10b-5 promulgated thereunder by the Defendants for making false and misleading

and (ii) violations of Section 20(a) of the Exchange Act by the individual officer defendants as alleged control

On October 24, 2025, the EDNY granted the joint motion to transfer the class action complaint from the EDNY to the

United States District Court for the Southern District of New York (“SDNY”).

On October 27, 2025, the plaintiffs filed motions

to be appointed lead plaintiff.

The Company intends to defend vigorously against the class action.

the months following filing of the class action complaint, four putative shareholder derivative complaints were filed, captioned:

(i) Greenberg v.

Schreiber et al ., Case No.

25-cv-5075 (EDNY), (ii) Poulos v.

Schreiber et al ., Case No.

(EDNY), (iii) Shibata v.

Schreiber et al.

25-cv-5284-JMW (EDNY) and (iv) Ellis v.

Schreiber, et al.

125-cv-09343 (SDNY).

These complaints alleged violations of Section 14(a) of the

Exchange Act, breach of fiduciary duties, aiding and abetting breaches of fiduciary duties, unjust enrichment, abuse of control,

gross mismanagement, waste of corporate assets, and violations of Exchange Act Sections 10(b) and 21D by the Company’s

officers and directors.

The shareholder derivative complaints are based primarily on the same alleged conduct underlying the class

action complaint described above, and seek damages in an unspecified amount and other relief.

While the Company does not believe

that any of the class action or shareholder derivative complaints will have a material adverse effect on the Company’s

business, results of operations and financial condition, failure to obtain a favorable resolution of these complaints could have

such a material adverse effect.

August 23, 2023, a purported putative class action complaint captioned Marden v.

5 unchanged sentences

On March 4, 2024, the Company moved to dismiss the Marden Complaint.

and that motion is pending.

On July 12, 2024, the parties attended a mediation.

On November 1, 2024, the plaintiffs filed a notice of

voluntary dismissal of the Southern District of New York case.

On November 25, 2024, the plaintiffs refiled the case via a new complaint

captioned W.M.F.

On November 1, 2024, the plaintiffs filed a notice of voluntary dismissal of the

Southern District of New York case and on November 25, 2024, the plaintiffs refiled the case via a new complaint captioned W.M.F.

Matthew Marden v.

1 unchanged sentence

A-24-906800-C, in the District Court of Clark County, Nevada.

4, 2025, the Court approved a preliminary class action settlement.

The final approval hearing for the settlement is scheduled for September

The results of legal proceedings are inherently uncertain, and the best estimate of cost is reflected in the Company’s

financial results.

On June 4, 2025, the Court approved

a preliminary class action settlement.

On September 30, 2025, the final approval hearing for the settlement was held, and the settlement

was formally approved by the Court, certifying the class for settlement purposes and dismissing the case with prejudice.

recorded approximately $ 1.1 million for the estimated settlement liability, which is reflected in accrued expenses within the Company’s

unaudited condensed consolidated financial statements as of September 30, 2025.

September 5, 2023, the Internal Revenue Service (the “IRS”) issued a notice of deficiency to the Company in which the IRS

8 unchanged sentences

12 – RELATED PARTY TRANSACTIONS

the six months ended June 30, 2025 and 2024, the Company utilized CloudBoson Technologies Pvt.

(“CloudBoson”), formerly

LegalSubmit Pvt.

(“LegalSubmit”), a company owned by WorkSimpli’s Chief Software Engineer, to provide software

development services.

The Company paid CloudBoson a total of approximately $ 903 thousand and $ 803 thousand during the three months ended

June 30, 2025 and 2024, respectively, and $ 1.8 million and $ 1.9 million during the six months ended June 30, 2025 and 2024, respectively,

for these services.

The Company owed CloudBoson $ 61 thousand as of June 30, 2025 and $ 56 thousand as of December 31, 2024.

the six months ended June 30, 2025 and 2024, the Company utilized King & Spalding LLP (“King & Spalding”), a large

international law firm, for which an immediate family member of Robert Jindal, one of the Company’s former directors, is the Company’s

relationship partner, to provide legal services.

The Company paid King & Spalding a total of $ 0 and $ 135 thousand during the three

months ended June 30, 2025 and 2024, respectively, and $ 0 and $ 452 thousand during the six months ended June 30, 2025 and 2024, respectively,

for these services.

The Company owed King & Spalding $ 10 thousand as of June 30, 2025 and $ 0 as of December 31, 2024.

May 30, 2023, Will Febbo, a member of the Board of the Company, entered into a consulting services agreement with the Company, pursuant

to which he provides certain investor relations and strategic business development services, in consideration for 375,000 restricted

shares of the Company’s common stock, which vested in quarterly installments from August 30, 2023 through November 30, 2024.

Company issued 62,500 restricted shares of common stock, with a fair value of $ 131 thousand, related to this agreement during the six

months ended June 30, 2025.

June 14, 2023, Naveen Bhatia, a former member of the Board of the Company, entered into a consulting services agreement with the Company,

the nine months ended September 30, 2025 and 2024, the Company utilized CloudBoson Technologies Pvt.

(“CloudBoson”), formerly LegalSubmit Pvt.

(“LegalSubmit”), a company owned by WorkSimpli’s Chief

Software Engineer, to provide software development services.

The Company paid CloudBoson a total of approximately $ 1.1 million

and $ 838 thousand

during the three months ended September 30, 2025 and 2024, respectively, and $ 2.9

million and $ 2.7

million during the nine months ended September 30, 2025 and 2024, respectively, for these services.

The Company had no

outstanding payables to CloudBoson as of September 30, 2025 and owed CloudBoson $ 56

thousand as of December 31, 2024.

the nine months ended September 30, 2024, the Company utilized King & Spalding LLP (“King & Spalding”),

a large international law firm, for which an immediate family member of Robert Jindal, one of the Company’s former directors, is

the Company’s relationship partner, to provide legal services.

King & Spalding ceased to be a related party of the Company

on December 18, 2024.

The Company paid King & Spalding a total of approximately $ 140

thousand during the three months ended September 30, 2024,

thousand during the nine months ended September 30, 2024 for these services.

The Company had no

outstanding payables to King & Spalding as of December 31, 2024.

May 30, 2023, Will Febbo, a member of the Board, entered into a consulting services agreement with the Company, pursuant to which he

provides certain investor relations and strategic business development services, in consideration for 375,000 restricted shares of the

Company’s common stock, which vested in quarterly installments from August 30, 2023 through November 30, 2024.

The Company issued

62,500 restricted shares of common stock, with a fair value of $ 131 thousand, related to this agreement during the nine months ended

September 30, 2025.

June 14, 2023, Naveen Bhatia, a former member of the Board, entered into a consulting services agreement with the Company, pursuant to

Bhatia provided certain investor relations and strategic business development services, in consideration for 225,000 restricted

shares of the Company’s common stock, which vested in six-month installments from June 14, 2023 through December 31, 2024.

Company issued 56,250 restricted shares of common stock, with a fair value of $ 168 thousand, related to this agreement during the nine

months ended September 30, 2025.

On January 24, 2025, Mr.

Bhatia entered into another consulting services agreement with the Company,

pursuant to which Mr.

Bhatia provided certain investor relations and strategic business development services, in consideration for 225,000

restricted shares of the Company’s common stock, which vested in six-month installments from June 14, 2023 through December 31,

The Company issued 56,250 restricted shares of common stock, with a fair value of $ 168 thousand, related to this agreement during

the six months ended June 30, 2025.

January 24, 2025, Mr.

Bhatia, a former member of the Board of Directors, entered into a third consulting services agreement with the

Company, pursuant to which Mr.

Bhatia provides certain strategic business development services, in consideration for 100,000 restricted

shares of the Company’s common stock, of which 50,000 restricted shares vested on the execution of the agreement and 50,000 restricted

Bhatia provides certain strategic business development services, in consideration for 100,000 restricted shares

of the Company’s common stock, of which 50,000 restricted shares vested on the execution of the agreement and 50,000 restricted

shares will vest on the one-year anniversary of the agreement.

The Company issued 50,000 restricted shares of common stock, with a fair

value of $ 257 thousand, related to this agreement during the six months ended June 30, 2025.

value of $ 257 thousand, related to this agreement during the nine months ended September 30, 2025.

May 1, 2024, Brian Schreiber, Logistics & Fulfillment Advisor, and a relative of the Company’s Chief Executive Officer, entered

2 unchanged sentences

The compensation adjustment, approved by the Compensation Committee of the Board, includes an annual base salary increase to $ 240 thousand.

During the six months ended June 30, 2025 and 2024, the Company paid Mr.

Schreiber approximately $ 120 thousand and $ 108 thousand, respectively,

in connection with his employment.

During the nine months ended September 30, 2025 and 2024, the Company paid Mr.

Schreiber approximately $ 175 thousand and $ 163 thousand,

respectively, in connection with his employment.

July 15, 2025, the Company entered into an amendment to the bonus agreement with Mr.

Schreiber dated August 16, 2017.

The amendment modifies

the performance-based vesting conditions of a previously granted stock option award for 50,000 common shares, by replacing pre-tax earnings

targets with Adjusted EBITDA target, which is a performance measure used in other employee bonus agreements.

All other material terms

of the original agreement remain unchanged.

The Company recorded stock-based compensation expense related to this amendment of $ 535 thousand

during the nine months ended September 30, 2025.

13 – INCOME TAXES

to the Company’s losses and full valuation allowance, a discrete calculation was prepared for the nine month period ended September

current income tax expense for the nine months ended September 30, 2025 was approximately $ 169

For the nine months ended September 30, 2024, the Company’s income tax expense was approximately $ 233

tax assets and liabilities are recognized for temporary differences between the financial reporting basis and tax basis of assets and

Management evaluates the realizability of deferred tax assets and maintains a valuation allowance as appropriate.

have been no significant changes in uncertain tax positions during the three and nine months ended September 30, 2025.

July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the United States.

The OBBBA includes several changes

to federal tax law that generally allow for more favorable deductibility of certain business expenses beginning in 2025, including the

restoration of immediate expensing of domestic R&D expenditures, reinstatement of 100% bonus depreciation, and more favorable rules

for determining the limitation on business interest expense.

The OBBBA also includes certain changes to the US taxation of foreign activity.

The Company has evaluated the provisions of the OBBBA and determined that the enactment of the legislation is not expected to have a material impact

on its income tax provision, net deferred tax assets or liabilities, or estimated annual effective tax rate for the three and nine months

ended September 30, 2025.

14 – SEGMENT DATA

4 unchanged sentences

the Company’s operating segments based on monitoring of budgeted versus actual results.

segment data for the three and six months ended June 30, 2025 and 2024 is as follows:

segment data for the three and nine months ended September 30, 2025 and 2024 is as follows:

SCHEDULE OF RELEVANT SEGMENT DATA

Three Months Ended June 30,

Six Months Ended June 30,

September 30,

$ 147,186,714

$ 109,687,054

Cost of revenue

3 unchanged sentences

Merchant processing fees

Other general and administrative expenses

Other segment items (1)

Other general and administrative

segment items (1)

Segment operating loss

3 unchanged sentences

$ ( 15,557,309 )

Interest expense, net

( 1,124,425 )

( 1,007,857 )

$ ( 3,462,884 )

$ ( 6,981,732 )

$ ( 3,539,656 )

$ ( 14,078,303 )

Cost of revenue

3 unchanged sentences

Merchant processing fees

Other general and administrative expenses

Other segment items (1)

Other general and administrative

segment items (1)

Segment operating income

Interest expense, net

$ ( 250,752 )

Cost of revenue

Significant Segment Expenses:

Selling and marketing expenses

Payroll expenses

Merchant processing fees

Other general and administrative expenses

Other segment items (1)

Segment operating income (loss)

$ 186,975,039

$ 149,337,063

Segment operating loss

$ ( 1,969,214 )

$ ( 3,996,274 )

$ ( 1,446,434 )

$ ( 14,433,048 )

Interest expense, net

1 unchanged sentence

( 1,567,743 )

Net (loss) income

Loss on debt extinguishment

( 1,155,851 )

1 unchanged sentence

$ ( 3,387,521 )

segment items include stock-based compensation and depreciation and amortization.

Stock-based compensation expense for our Telehealth

segment was $ 2.1 million and $ 4.2 million for the three months ended June 30, 2025 and 2024, respectively.

Stock-based compensation

expense for our Telehealth segment was $ 4.6 million and $ 6.7 million for the six months ended June 30, 2025 and 2024, respectively.

Depreciation and amortization for our Telehealth segment was $ 1.8 million and $ 1.5 million for the three months ended June 30, 2025

and 2024, respectively, and for our WorkSimpli segment was $ 1.0 million and $ 803 thousand for the three months ended June 30, 2025

and 2024, respectively.

Depreciation and amortization for our Telehealth segment was $ 3.5 million and $ 2.8 million for the six months

ended June 30, 2025 and 2024, respectively, and for our WorkSimpli segment was $ 2.0 million and $ 1.6 million for the six months ended

June 30, 2025 and 2024, respectively.

June 30, 2025

December 31, 2024

$ ( 4,554,871 )

$ ( 4,154,043 )

$ ( 16,000,791 )

segment items include stock-based compensation and depreciation and amortization for our Telehealth segment and depreciation and

amortization for our WorkSimpli segment.

expenditures for purchases of capitalized software, equipment, and intangible assets, which are reported on the Company’s unaudited

condensed consolidated statements of cash flows totaled $ 4.8 million and $ 3.7 million for our Telehealth segment during the six months

ended June 30, 2025 and 2024, respectively, and $ 1.8 million and $ 1.6 million for our WorkSimpli segment during the six months ended

June 30, 2025 and 2024, respectively.

International

net revenues totaled $ 4.1 million and $ 3.2 million for the three months ending June 30, 2025 and 2024, respectively, and $ 8.2 million

and $ 6.7 million for the six months ending June 30, 2025 and 2024, respectively, and relate to our WorkSimpli segment.

condensed consolidated statements of cash flows totaled $ 7.6 million and $ 6.4 million for our Telehealth segment during the nine months

ended September 30, 2025 and 2024, respectively, and $ 2.6 million and $ 2.4 million for our WorkSimpli segment during the nine months

ended September 30, 2025 and 2024, respectively.

15 – SUBSEQUENT EVENTS

Issued for Service

July 2025, the Company issued 163,444 shares of common stock related to vested restricted stock with a total fair value of $ 805 thousand.

Options Exercises

July 2025, the Company issued 25,273 shares of common stock related to the cashless exercise of 47,500 stock options.

July 2025, the Company issued 1,250 shares of common stock related to the exercise of stock options for total proceeds of $ 6 thousand.

Sales Agreement

July 2025, the Company sold 762,990 shares of common stock under the ATM Sales Agreement and net proceeds received were $ 8.7 million.

Bonus Agreement

On July 15, 2025, the Company

entered into an amendment to the bonus agreement with Brian Schreiber, the Company’s Logistics & Fulfillment Advisor and a relative

of the Company’s Chief Executive Officer.

The amendment modifies the performance-based vesting conditions of a previously granted

stock option award by replacing pre-tax earnings targets with Adjusted EBITDA target, which is a performance measure used in other employee

bonus agreements.

All other material terms of the original agreement remain unchanged.

The Company will account for the modification and

record stock-based compensation expense during the three months ended September 30, 2025.

Avenue Facility Extinguishment

August 5, 2025, the Company paid the remaining $ 14.0 million in outstanding principal payments on the Avenue Facility and the prepayment

penalty as noted in the Avenue Credit Agreement.

As of August 5, 2025, there are no remaining principal payments on the Avenue Facility.

The Company will account for the extinguishment during the three months ended September 30, 2025.

October 2025, the Company issued 68,000 shares of common stock related to vested restricted stock with a total fair value of $ 300 thousand.

November 4, 2025, the Company entered into and simultaneously consummated the closing of a Stock Purchase Agreement (the “Purchase

Agreement”) by and among the Company, as a Seller and Seller Representative and the other seller parties thereto (collectively,

the “Sellers”), WorkSimpli and Lion Buyer, LLC, a Delaware limited liability company (the “Purchaser”), for the

sale by the Sellers of all of their right, title, and interest in WorkSimpli, representing 80 % of the outstanding units in WorkSimpli,

to the Purchaser (the “Transaction”).

aggregate purchase price for the units is based on an enterprise value of approximately $ 65.0

million, with

46.2 %, or $ 24.0

million, paid at close as the base purchase price, subject to an adjustment holdback amount and post-closing adjustments for net

working capital, cash, closing date indebtedness, and company transaction expenses, and 53.8 %,

million, subject to future performance targets, for an aggregate purchase consideration to the Sellers of up to $ 52.0

Company received 91.6% of the base purchase price, or $22.0 million, based on its pro rata portion of the units held by the Sellers.

The Company would receive up to $25.6 million of the purchase price subject to future performance targets .

The assets and

liabilities and results of operations for WorkSimpli are classified in continuing operations for all periods presented in the

unaudited condensed consolidated financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements