Item 5. Other Information
ITEM
5. OTHER INFORMATION
On
August 22, 2025 , Eric Yecies , Chief Legal Officer and General Counsel , adopted a Rule 10b5-1 trading arrangement that is intended to
satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 200,000 shares of the Company’s common stock, at various
limit prices above the current market price of the Company’s common stock as of the plan adoption date, with such transactions
to occur during sale periods beginning on or after November 21, 2025 and ending on the earlier of December 31, 2026 or the date on which
all shares authorized for sale have been sold in conformance with the terms of the arrangement.
As
described in Part 1, Item 4. Controls and Procedures, we have identified an additional material weakness in our internal control over
financial reporting as of September 30, 2025. We have concluded that this material weakness also existed as of December 31, 2024, March
31, 2025 and June 30, 2025. Accordingly, the previous conclusion included in Item 9A of our Form 10-K filed with the Securities and Exchange
Commission on March 11, 2025 that our disclosure controls and procedures and internal control over financial reporting were ineffective
is hereby updated to include this additional material weakness. Also, the previous conclusions included in Item 4 of our Forms 10-Q filed
with the Securities and Exchange Commission on May 6, 2025 and August 5, 2025 that our disclosure controls and procedures was ineffective
is hereby updated to also include this additional material weakness.
41
ITEM
6. EXHIBITS
Incorporated
by Reference
Exhibit
Number
Exhibit
Description
Form
Exhibit
Filing
Date/Period
End Date
31.1*
Rule
13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.
31.2*
Rule
13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.
32.1**
Section
1350 Certification of Chief Executive Officer.
32.2**
Section
1350 Certification of Chief Financial Officer.
101.INS*
Inline
XBRL Instance Document
101.SCH*
Inline
XBRL Taxonomy Extension Schema Document
101.CAL*
Inline
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
Inline
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
Inline
XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
Inline
XBRL Taxonomy Extension Presentation Linkbase Document
104*
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS)
#
Indicates management contract or compensatory plan, contract or arrangement.
*
Filed herewith.
**Furnished
herewith
42
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
LIFEMD,
INC.
By:
/s/
Justin Schreiber
Justin
Schreiber
Chief
Executive Officer and Chairman of the Board of Directors
(principal
executive officer)
Date:
November
17, 2025
By:
/s/
Marc Benathen
Marc
Benathen
Chief
Financial Officer
(principal
financial officer)
Date:
November
17, 2025
By:
/s/
Maria Stan
Maria
Stan
Chief
Accounting Officer and Controller
(principal
accounting officer)
Date:
November
17, 2025
43
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.