What changed in this filing

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Item 1. Financial Statements

2026-08-05 compared with 2026-05-06 · 493 added, 366 removed, 908 unchanged (49% of the section changed)

1 unchanged sentence

BALANCE SHEETS

March 31, 2026

December 31, 2025

Current Assets

2 unchanged sentences

Inventory, net

Other current assets

current assets

Total Current Assets

3 unchanged sentences

Capitalized software, net

Intangible assets, net

Total Non-current Assets

Non-current Assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

2 unchanged sentences

Accrued expenses

Current operating lease liabilities

Deferred revenue

Current operating lease

Total Current Liabilities

Long-term Liabilities

Noncurrent operating lease liabilities

operating lease liabilities

Total Liabilities

2 unchanged sentences

Series A Preferred Stock, $ 0.0001 par value;

1,610,000 shares authorized, 1,400,000 shares issued and outstanding, liquidation value approximately, $ 35.8 million as of March 31, 2026 and December 31, 2025

1,610,000 shares authorized, 1,400,000 shares issued and outstanding, liquidation value approximately, $ 35.8 million as of June 30,

2026 and December 31, 2025

Common Stock, $ 0.01 par value;

100,000,000 shares authorized, 47,632,707 and 46,760,016 shares issued, 47,529,667 and 46,656,976 outstanding as of March 31, 2026 and December 31, 2025, respectively

shares authorized, 47,923,532 and 46,760,016 shares issued, 47,820,492 and 46,656,976 outstanding as of June 30, 2026 and December

31, 2025, respectively

Additional paid-in capital

2 unchanged sentences

( 228,603,075 )

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

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

Treasury stock, 103,040 ,

at cost, as of June 30, 2026 and December 31, 2025

Stockholders’ Equity

Liabilities and Stockholders’ Equity

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

STATEMENTS OF OPERATIONS

Three Months Ended March 31,

Telehealth revenue, net

5 unchanged sentences

Development costs

Total expenses

Operating loss from continuing operations

Operating loss from continuing

( 7,129,601 )

( 2,346,886 )

Interest income (expense), net

Loss from continuing operations before income taxes

( 16,058,673 )

( 3,528,603 )

Interest income (expense),

( 1,124,425 )

Loss from continuing operations

before income taxes

( 7,083,941 )

( 3,007,673 )

( 15,956,537 )

( 4,653,028 )

Income tax provision

Net loss from continuing operations

Net loss from continuing

( 7,083,941 )

( 3,007,673 )

Net income from discontinued operations

Net (loss) income

( 15,956,537 )

Net income attributable to non-controlling interest of discontinued operations

Net loss attributable to LifeMD, Inc.

( 4,653,028 )

Net income from discontinued

( 7,083,941 )

( 1,114,589 )

( 15,956,537 )

income attributable to non-controlling interest of discontinued operations

Net loss attributable to

( 7,083,941 )

( 1,619,664 )

( 15,956,537 )

( 1,803,442 )

Preferred stock dividends

Net loss attributable to LifeMD, Inc.

( 1,553,125 )

loss attributable to LifeMD, Inc.

common stockholders

1 unchanged sentence

$ ( 2,396,226 )

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

$ ( 17,509,662 )

$ ( 3,356,567 )

Basic (loss) earnings per

share attributable to LifeMD, Inc.

common stockholders:

2 unchanged sentences

Basic loss per share

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

Diluted (loss) earnings

per share attributable to LifeMD, Inc.

common stockholders:

7 unchanged sentences

Interest of Discontinued

January 1, 2025

Balance, January 1, 2025

$ 230,508,339

3 unchanged sentences

$ ( 7,554,120 )

compensation expense

exercise of stock options

A Preferred Stock Dividend

to non-controlling interest of discontinued operations

(loss) income

March 31, 2025

Stock compensation expense

Cashless exercise of stock options

Series A Preferred Stock Dividend

Distribution to non-controlling interest of

discontinued operations

Net (loss) income

Balance, March 31, 2025

$ 233,043,479

3 unchanged sentences

$ ( 5,470,088 )

Series A Preferred

Balance, January 1, 2026

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 )

1 unchanged sentence

( 1,114,589 )

Balance, June 30, 2025

$ 236,426,008

1 unchanged sentence

$ ( 163,701 )

$ ( 6,493,639 )

$ ( 4,239,744 )

A Preferred Stock

Balance, January 1, 2026

$ 251,455,616

$ ( 228,603,075 )

$ ( 163,701 )

Stock compensation expense

3 unchanged sentences

( 8,872,596 )

Net (loss) income

Balance, March 31, 2026

$ 252,976,314

$ ( 238,252,234 )

Balance, March 31, 2026

$ ( 163,701 )

2 unchanged sentences

$ ( 163,701 )

Stock compensation expense

Series A Preferred Stock Dividend

( 7,083,941 )

Net (loss) income

( 7,083,941 )

Balance, June 30, 2026

( 246,112,737 )

$ ( 163,701 )

( 246,112,737 )

$ ( 163,701 )

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

STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES

Net (loss) income

Months Ended June 30,

CASH FLOWS FROM OPERATING

$ ( 15,956,537 )

Net income from discontinued operations

$ ( 766,522 )

Net income from

discontinued operations

Net loss from continuing operations

1 unchanged sentence

( 4,653,028 )

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

Adjustments to reconcile net loss from continuing

operations to net cash (used in) provided by operating activities:

Amortization of debt discount

Amortization of capitalized software

Amortization of capitalized

Amortization of intangibles

Depreciation of fixed assets

Noncash operating lease expense

Noncash operating lease

Stock compensation expense

1 unchanged sentence

Accounts receivable

( 1,950,881 )

Product deposit

Other current assets

( 1,209,054 )

Operating lease liabilities

Deferred revenue

( 2,586,163 )

Accounts payable

Accrued expenses

( 5,260,493 )

Net cash provided by operating activities of continuing operations

Net cash provided by operating activities of discontinued operations

Net cash provided by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES

Cash paid for capitalized software costs (a)

Net cash (used in) provided

by operating activities of continuing operations

( 6,481,023 )

cash provided by operating activities of discontinued operations

cash (used in) provided by operating activities

( 6,481,023 )

CASH FLOWS FROM INVESTING

Cash paid for capitalized

software costs (a)

( 3,518,072 )

( 3,947,128 )

Purchase of equipment

Net cash used in investing activities of continuing operations

Net cash used in investing

activities of continuing operations

( 3,691,075 )

( 4,841,343 )

Net cash used in investing activities of discontinued operations (a)

Net cash used in investing activities

cash used in investing activities of discontinued operations (a)

( 1,725,578 )

cash used in investing activities

( 3,691,075 )

CASH FLOWS FROM FINANCING ACTIVITIES

( 6,566,921 )

CASH FLOWS FROM FINANCING

Repayment of debt instruments

( 2,052,288 )

Preferred stock dividends

Cash proceeds from exercise of options

Net cash used in financing activities of continuing operations

Net cash used in financing activities of discontinued operations

Net cash used in financing activities

Net decrease in cash

( 1,553,125 )

Cash proceeds from exercise

Net cash used in financing activities of continuing

( 1,472,605 )

( 3,605,413 )

Net cash used in financing

activities of discontinued operations

Net cash used in financing

( 1,472,605 )

( 3,917,532 )

Net (decrease) increase in cash

( 11,644,703 )

Cash at beginning of period

Cash at end of period

Cash of discontinued operations at end of period

Cash of continuing operations at end of period

Cash paid for interest and taxes

Cash paid during the period for interest

Cash paid during the period for taxes

Non-cash investing and financing activities

Cash of discontinued

operations at end of period

Cash of continuing operations

at end of period

Cash paid for interest

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

Stock issued for asset

Approximately

$ 878 thousand was paid to a related party for capitalized software costs during the three months ended March 31, 2025.

$ 1.8 million was paid to a related party for capitalized software costs during the six months ended June 30, 2025.

See Note 13—Related

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sold its majority ownership interest in WorkSimpli to Lion

WorkSimpli is classified as discontinued operations for all periods presented in these unaudited consolidated financial statements.

WorkSimpli is classified as discontinued operations for all periods presented in these

unaudited consolidated financial statements.

For a description of the transaction, see Note 4—Discontinued Operations.

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Unless otherwise specified, all dollar amounts are expressed in United States dollars.

of March 31, 2026, the Company has an accumulated deficit of approximately $238.3 million and a positive working capital of approximately

of June 30, 2026, the Company has an accumulated deficit of approximately $ 246.1 million and a negative working capital of approximately

$ 4.5 million.

3 unchanged sentences

(“Citizens”),

which provides for a senior secured revolving credit facility in an aggregate outstanding amount not exceeding $ 30

million (the “Credit Facility”) to support potential

corporate development and/or shareholder value creation initiatives.

The Credit Facility may be increased in the aggregate principal

amount of up to $ 20

million on the terms and subject to the conditions described

in the Credit Agreement.

In connection with the Credit Agreement, among other things, the Company issued a revolving loan note to Citizens

for any loans that may be made under the Credit Facility.

Additionally, among other things, the Company and its subsidiaries entered

into a pledge and security agreement and a guarantee agreement to provide credit support for the Credit Facility.

The Credit Facility

requires the Company to maintain (i) a Consolidated Leverage Ratio not to exceed 2.50 to 1.00 and (ii) a Consolidated Interest Coverage

Ratio of at least 3.00 to 1.00 .

As of March 31, 2026, the Company was in compliance with the Consolidated Leverage Ratio covenant and

was out of compliance with the Consolidated Interest Coverage Ratio covenant contained in the Credit Facility, which is the ratio of

(a) the Consolidated EBIT of the Company and its Subsidiaries for the most recently completed four consecutive fiscal quarters ended

March 31, 2026, to (b) Consolidated Interest Expense of the Company and its Subsidiaries for the most recently completed four consecutive

fiscal quarters ended March 31, 2026, as those capitalized terms are defined in the Credit Agreement.

Compliance with the Consolidated

Interest Coverage Ratio was adversely impacted by an increase of approximately $ 7.6 million, or 34%, in selling and marketing costs

during the three months ended March 31, 2026, resulting from additional sales and marketing initiatives to drive the current and future

periods’ sales growth.

Among its remedies, Citizens could determine that there has been an Event of Default, deny access to funds

under the Credit Facility, and/or it could terminate the Credit Facility.

Discussions on the terms of an amendment to the Credit Agreement

or waiver of compliance with the covenant are ongoing.

As of March 31, 2026 and to date, the Company had not drawn any amounts under

the Credit Facility.

Refer to Note 8—Indebtedness for additional information.

which provides for a senior secured revolving credit facility in an aggregate outstanding amount not exceeding $ 30 million (the “Credit

Facility”) for general corporate purposes.

The Credit Facility may be increased in the aggregate principal amount of up to $ 20

million on the terms and subject to the conditions described in the Credit Agreement.

In connection with the Credit Agreement, among

other things, the Company issued a revolving loan note to Citizens for any loans that may be made under the Credit Facility.

Additionally,

among other things, the Company and its subsidiaries entered into a pledge and security agreement and a guarantee agreement to provide

credit support for the Credit Facility.

The Credit Agreement required the Company to maintain (i) a Consolidated Leverage Ratio not to

exceed 2.50 to 1.00 and (ii) a Consolidated Interest Coverage Ratio of at least 3.00 to 1.00 , in each case commencing with the quarter

ended March 31, 2026.

As of March 31, 2026, the Company was in compliance with the Consolidated Leverage Ratio covenant and was out of

compliance with the Consolidated Interest Coverage Ratio covenant contained in the Credit Agreement.

On June 30, 2026, the Company entered

into the Waiver and First Amendment to the Credit Agreement (“Credit Agreement Waiver and First Amendment”) with Citizens.

Under the terms of the Credit Agreement Waiver and First Amendment, the Company received a waiver of any Event of Default which has occurred

as a result of the Company’s non-compliance with the Consolidated Interest Coverage Ratio covenant as of March 31, 2026.

Additionally,

the Credit Agreement Waiver and First Amendment further amends the Credit Agreement by removing the Consolidated Interest Coverage Ratio

test and requiring the Company to maintain (i) a Consolidated Leverage Ratio not to exceed 2.50 to 1.00 , (ii) a Consolidated Fixed Charge

Coverage Ratio of at least 1.25 to 1.00 , and (iii) the sum of its Cash on Hand and Unused Availability of at least $ 40 million, in each

case, commencing with the quarter ended September 30, 2026, with those capitalized terms as defined in the Credit Agreement Waiver and

First Amendment.

As of June 30, 2026 and to date, the Company had not drawn any amounts under the Credit Facility.

Refer to Note 8—Indebtedness

for additional information.

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 March 31, 2026, the Company had $ 44.6 million

As of June 30, 2026, the Company had $ 44.6 million

available under the ATM Sales Agreement.

Company expects that its existing cash as of March 31, 2026 of $ 34.5 million and net proceeds from the sale of common stock under the

Company expects that its existing cash as of June 30, 2026 of $ 25.1 million and net proceeds from the sale of common stock under the

ATM Sales Agreement will be sufficient to fund our planned operating expenses and capital expenditure requirements for at least the next

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position, results of operations and cash flows for each period presented.

The results of operations for the three months ended March

31, 2026 are not necessarily indicative of the results for the year ending December 31, 2026 or for any future period.

The results of operations for the three and six months ended

June 30, 2026 are not necessarily indicative of the results for the year ending December 31, 2026 or for any future period.

of Consolidation

5 unchanged sentences

in our majority-owned subsidiary WorkSimpli to Lion Buyer, LLC.

WorkSimpli is classified as discontinued operations for all periods presented

in these unaudited consolidated financial statements.

WorkSimpli is classified as discontinued

operations for all periods presented in these unaudited consolidated financial statements.

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.

These balances could be impacted if one or more of the financial institutions in which we deposit monies fails or is subject to other

adverse conditions in the financial or credit markets.

We have never experienced any losses related to these balances.

These balances could be impacted if one or more of the financial institutions in which we deposit

monies fails or is subject to other adverse conditions in the financial or credit markets.

We have never experienced any losses

related to these balances.

Interest Entities

24 unchanged sentences

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

net loss for LifeMD PC was approximately $ 3.1 million and $ 3.3 million for the three months ended March 31, 2026 and 2025, respectively.

Total assets and liabilities for the LifeMD PC were approximately $ 331 thousand and $ 528 thousand, respectively, as of March 31, 2026

and $ 43 thousand and $ 360 thousand, respectively, as of December 31, 2025.

assets and liabilities for the LifeMD PC were not material as of June 30, 2026 and December 31, 2025.

Company prepares its unaudited consolidated financial statements in conformity with accounting principles generally accepted in the United

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Revenue related to contracts

with multiple performance obligations was approximately $ 4.1 million for both the three months ended March 31, 2026 and 2025.

with multiple performance obligations was approximately $ 5.1 million and $ 4.1 million for the three months ended June 30, 2026 and 2025,

respectively, and $ 9.4 million and $ 8.3 million for the six months ended June 30, 2026 and 2025, respectively.

Additionally,

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

returns and rebates on telehealth revenues approximated $ 1.6 million and $ 776 thousand, during the three months ended March

31, 2026 and 2025, respectively.

the three months ended March 31, 2026 and 2025, the Company had the following disaggregated revenue:

returns and rebates on telehealth revenues approximated $ 2.8 million and $ 1.6 million, during the three months ended June 30, 2026 and

2025, respectively, and $ 4.4 million and $ 2.4 million, during the six months ended June 30, 2026 and 2025, respectively.

the three and six months ended June 30, 2026 and 2025, the Company had the following disaggregated revenue:

SCHEDULE OF DISAGGREGATED REVENUE

Three Months Ended March 31,

Months Ended June 30,

Telehealth subscription revenue

2 unchanged sentences

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

As of March 31,

As of June 30,

2026 and December 31, 2025, the Company has deferred revenue, of approximately $ 10.8 million and $ 10.8 million, respectively, which have

been recorded as accrued contract liabilities and represent the following:

(1) $ 10.7 million and $ 9.2 million as of March 31, 2026 and

(1) $ 9.6 million and $ 9.2 million as of June 30, 2026 and

December 31, 2025, respectively, related to obligations on telehealth in-process monthly or yearly contracts with customers and, (2)

million and $ 1.6 million as of March 31, 2026 and December 31, 2025, respectively, related to obligations for telehealth products which

the customer has not yet obtained control due to non-shipment of the product.

amount of revenue recognized during the three months ended March 31, 2026, that was included in the deferred revenue balance as of December

$ 1.2 million and $ 1.6 million as of June 30, 2026 and December 31, 2025, respectively, related to obligations for telehealth products

which the customer has not yet obtained control due to non-shipment of the product.

amount of revenue recognized during the six months ended June 30, 2026, that was included in the deferred revenue balance as of December

31, 2025, was $ 8.2 million.

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

are unsatisfied or partially unsatisfied as of March 31, 2026 as revenue by March 31, 2027.

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 $ 10.1 million.

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

performance obligations that are unsatisfied or partially unsatisfied as of June 30, 2026 as revenue by June 30, 2027.

following table summarizes deferred revenue activities for the periods presented:

SCHEDULE OF CONTRACT WITH CUSTOMER LIABILITY

Three Months Ended March 31,

Months Ended June 30,

Beginning of period

2 unchanged sentences

( 48,001,764 )

( 95,456,751 )

( 98,062,852 )

End of period

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

As of March 31, 2026 and December

31, 2025, the reserve for sales returns and allowances was approximately $ 353 thousand.

For all periods presented, the sales returns

and allowances were recorded in accrued expenses on the unaudited consolidated balance sheets.

of March 31, 2026 and December 31, 2025, 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

managed warehouse in Pennsylvania.

As of June 30, 2026 and December

31, 2025, the reserve for sales returns and allowances was approximately $ 195 thousand and $ 353 thousand, respectively.

For all periods

presented, the sales returns and allowances were recorded in accrued expenses on the unaudited consolidated balance sheets.

of June 30, 2026 and December 31, 2025, 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 managed warehouse

in Pennsylvania.

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

1 unchanged sentence

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

As of both March

As of both June

30, 2026 and December 31, 2025, the Company recorded an inventory reserve of approximately $ 153 thousand.

of March 31, 2026 and December 31, 2025, the Company’s inventory consisted of the following:

of June 30, 2026 and December 31, 2025, the Company’s inventory consisted of the following:

SUMMARY OF INVENTORY

8 unchanged sentences

and office equipment.

of March 31, 2026 and December 31, 2025, the Company has the following amounts related to depreciable assets:

of June 30, 2026 and December 31, 2025, the Company has the following amounts related to depreciable assets:

SUMMARY OF DEPRECIABLE ASSETS

Furniture, fixtures and office equipment

Furniture, fixtures and office

Total equipment, at cost

3 unchanged sentences

Total equipment, net

expense was $ 289 thousand and $ 155 thousand for the three months ended March 31, 2026 and 2025, respectively.

expense was $ 293 thousand and $ 176 thousand for the three months ended June 30, 2026 and 2025, respectively, and $ 582 thousand and $ 331

thousand for the six months ended June 30, 2026 and 2025, respectively.

of our vendors require deposits when a purchase order is placed for goods or fulfillment services.

3 unchanged sentences

previously paid.

As of March 31, 2026 and December 31, 2025, the Company has approximately $ 332 thousand and $ 320 thousand, respectively,

As of June 30, 2026 and December 31, 2025, the Company has approximately $ 244 thousand and $ 320 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 March 31, 2026, the Company approximates its implicit purchase commitments to be $ 592 thousand, of which

As of June 30, 2026, the Company approximates its implicit purchase commitments to be $ 285 thousand, of which

the majority are with two vendors that manufacture the Company’s finished goods inventory for its LifeMD brand.

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

As of March 31, 2026 and December

As of June 30, 2026 and December

31, 2025, the Company capitalized a net amount of $ 10.7 million and $ 10.6 million, respectively, related to internally developed software

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

As of March 31,

2026 and December 31, 2025, the Company determined that no events or changes in circumstances existed that would indicate any impairment

of its long-lived assets.

As of June 30, 2026

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

its long-lived assets.

and Marketing Costs

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Advertising and marketing expenses were $ 28.0 million

and $ 22.3 million for the three months ended March 31, 2026 and 2025, respectively.

and $ 22.2 million for the three months ended June 30, 2026 and 2025, respectively, and $ 57.9 million and $ 44.4 million for the six months

ended June 30, 2026 and 2025, respectively.

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

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WorkSimpli is classified as discontinued

operations for the three months period ended March 31, 2025 presented in these unaudited consolidated financial statements.

the Company’s portfolio of brands within continuing operations are managed as a single 1 operating segment on a consolidated basis.

The Company’s Chief Executive Officer is the chief operating decision maker (“CODM”) and is responsible for reviewing

segment operating results to make determinations about resources to be allocated and to assess performance.

operations for the three and six months periods ended June 30, 2025 presented in these unaudited consolidated financial statements.

a result, the Company’s portfolio of brands within continuing operations are managed as a single 1

operating segment on a consolidated basis.

The Company’s

Chief Executive Officer is the chief operating decision maker (“CODM”) and is responsible for reviewing segment operating

results to make determinations about resources to be allocated and to assess performance.

Value of Financial Instruments

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manufacturers or pharmacies cease to perform adequately.

As of March 31, 2026, three third-party pharmacies supplied 93 % of the Company’s

As of June 30, 2026, three third-party pharmacies supplied 87 % of the Company’s

total fulfillment services.

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quarters of 2024.

Company effected such revisions to its unaudited consolidated financial statements as of and for the three months ended March 31, 2025

Company effected such revisions to its unaudited consolidated financial statements as of and for the three and six months ended June

30, 2025 in connection with this filing of our Quarterly Report on Form 10-Q.

following table presents the effect of the revisions on the unaudited consolidated financial statements previously issued as of and for

the three months ended March 31, 2025, as a result of the error corrections described above.

the three and six months ended June 30, 2025, as a result of the error corrections described above.

As discussed in Note 4—Discontinued

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OF REVISION ON THE PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS

As Previously

As of and for the Three Months Ended March 31, 2025

As Previously

the Three Months Ended June 30, 2025

Consolidated Statement of Operations:

Telehealth revenue, net

Total revenues, net

Operating loss

$ ( 906,772 )

$ ( 451,562 )

$ ( 2,346,886 )

$ ( 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

of and for the Six Months Ended June 30, 2025

Consolidated Statement of Operations:

Telehealth revenue, net

$ 101,020,153

$ ( 1,113,372 )

Total revenues, net

1 unchanged sentence

$ ( 1,113,372 )

$ 126,802,569

$ 111,841,321

$ ( 1,113,372 )

$ 110,727,949

Operating income (loss)

1 unchanged sentence

$ ( 3,528,603 )

Net income (loss)

$ ( 1,113,372 )

Net income (loss) attributable to LifeMD, Inc.

$ ( 766,522 )

Net loss attributable to LifeMD, Inc.

$ ( 690,070 )

Net income (loss) attributable to LifeMD, Inc.

common stockholders

$ ( 1,113,372 )

1 unchanged sentence

$ ( 1,803,442 )

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

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

Diluted loss per share attributable to LifeMD,

common stockholders

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

Consolidated Statement of

Changes in Stockholders’ Equity (Deficit):

Accumulated deficit

6 unchanged sentences

$ ( 2,253,895 )

Consolidated Statement of Cash Flows:

Consolidated Statement of

Net income (loss)

$ ( 1,113,372 )

$ ( 766,522 )

Accounts receivable

Deferred revenue

$ ( 2,690,893 )

1 unchanged sentence

$ ( 137,042 )

Deferred revenue

Net cash provided by operating activities

$ ( 2,586,163 )

Accrued expenses

$ ( 5,865,264 )

( 5,365,264 )

( 5,260,493 )

Net cash provided by operating

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

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of cash flows.

For the three months ended March 31, 2025, the results of operations and cash flows of WorkSimpli are presented as discontinued

All amounts included in the notes to the unaudited consolidated financial statements relate to continuing operations unless

otherwise noted.

For the three and six months ended June 30, 2025, the results of operations and cash flows of WorkSimpli are presented

as discontinued operations.

All amounts included in the notes to the unaudited consolidated financial statements relate to continuing

operations unless otherwise noted.

following table presents the financial results of the discontinued operations prior to the sale of WorkSimpli:

OF FINANCIAL RESULTS OF DISCONTINUED OPERATIONS

Three Months Ended

March 31, 2025

Worksimpli revenue, net

1 unchanged sentence

Selling and marketing expenses

General and administrative expenses

General and administrative

Other operating expenses

Development costs

Total expenses

2 unchanged sentences

Net income from discontinued operations

Net income attributable to non-controlling interest of discontinued operations

Net income from discontinued operations attributable to LifeMD, Inc.

Net income attributable

to non-controlling interest of discontinued operations

Net income from discontinued

operations attributable to LifeMD, Inc.

5 – ACQUISITIONS

15 unchanged sentences

Doug Lucas, as follows:

(i) 50,000 shares of the Company’s common stock are to be issued on the first anniversary of closing,

and (ii) 200,000 shares of the Company’s common stock are to be issued on the second anniversary of the closing date, subject to

the achievement of certain operational milestones.

The first 100,000 shares will be issued if the OHHMD brand reaches and maintains at

least 2,500 active patients and quarterly revenue of $2.5 million for six full and consecutive calendar months on or prior to the 18-month

(i) 50,000 shares of the Company’s common stock were issued on the first anniversary of closing, and

(ii) 200,000 shares of the Company’s common stock are to be issued on the second anniversary of the closing date, subject to the

achievement of certain operational milestones.

The first 100,000 shares will be issued if the OHHMD brand reaches and maintains at least

2,500 active patients and quarterly revenue of $2.5 million for six full and consecutive calendar months on or prior to the 18-month

anniversary of closing.

7 unchanged sentences

6 – INTANGIBLE ASSETS

of March 31, 2026 and December 31, 2025, the Company has the following amounts related to amortizable intangible assets:

of June 30, 2026 and December 31, 2025, the Company has the following amounts related to amortizable intangible assets:

SCHEDULE OF INTANGIBLE ASSETS

Amortizable intangible assets

Cleared trade name

Cleared trade

Cleared developed technology

9 unchanged sentences

$ ( 386,925 )

Total net amortizable intangible assets

aggregate amortization expense of the Company’s intangible assets for the three months ended March 31, 2026 and 2025 was $ 32 thousand

and approximately $ 7 thousand, respectively.

net amortizable intangible assets

aggregate amortization expense of the Company’s intangible assets for the three months ended June 30, 2026 and 2025 was $ 32 thousand

and $ 23 thousand, respectively, and for the six months ended June 30, 2026 and 2025 was $ 64 thousand and $ 30 thousand, respectively.

7 – ACCRUED EXPENSES

of March 31, 2026 and December 31, 2025, the Company has the following amounts related to accrued expenses:

of June 30, 2026 and December 31, 2025, the Company has the following amounts related to accrued expenses:

SCHEDULE OF ACCRUED EXPENSES

6 unchanged sentences

Other accrued expenses

Total accrued expenses

accrued expenses

8 – INDEBTEDNESS

11 unchanged sentences

the Avenue Warrants upon closing was $ 873 thousand.

As of March 31, 2026, $ 540 thousand Avenue Warrants remain outstanding.

interest expense on long-term debt, inclusive of amortization of debt discounts, amounted to approximately $ 632 thousand for the three

months ended March 31, 2025.

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 March 31, 2026, there is no outstanding balance on the Avenue Facility.

recorded a loss on debt extinguishment of approximately $ 1.2 million within its consolidated financial statements for the year ended

December 31, 2025.

As of June 30, 2026, $ 540 thousand Avenue Warrants remain outstanding

interest expense on long-term debt, inclusive of amortization of debt discounts, amounted to approximately $ 567 thousand and $ 1.2 million

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

November 15, 2023 and May 29, 2025, Avenue converted $ 1.0 million and $ 1.0 million, respectively, of the term loans into shares of the

Company’s common stock, at a price per share equal to $ 1.49 .

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.

30, 2026, there is no outstanding balance on the Avenue Facility.

The Company recorded a loss on debt extinguishment of approximately

$ 1.2 million within its consolidated financial statements for the year ended December 31, 2025.

Bank Credit Agreement

13 unchanged sentences

Credit Agreement contains customary representations and warranties, affirmative and negative covenants, and events of default.

includes financial covenants requiring the Company to maintain (i) a Consolidated Leverage Ratio not to exceed 2.50

and (ii) a Consolidated Interest Coverage Ratio of at least

in each case measured as of the end of each fiscal quarter beginning with the quarter ending March 31, 2026.

As of March 31, 2026, the

Company was in compliance with the Consolidated Leverage Ratio covenant and was out of compliance with the Consolidated Interest Coverage

Ratio covenant contained in the Credit Facility, which is the ratio of (a) the Consolidated EBIT of the Company and its Subsidiaries

for the most recently completed four consecutive fiscal quarters ended March 31, 2026, to (b) Consolidated Interest Expense of the Company

and its Subsidiaries for the most recently completed four consecutive fiscal quarters ended March 31, 2026, as those capitalized terms

are defined in the Credit Agreement.

Compliance with the Consolidated Interest Coverage Ratio was

adversely impacted by an increase of approximately $ 7.6 million, or 34%, in selling and marketing costs during the three months

ended March 31, 2026, resulting from additional sales and marketing initiatives to drive the current and future periods’ sales

Among its remedies, Citizens could determine that there has been an Event of Default, deny access to funds under the Credit

Facility, and/or it could terminate the Credit Facility.

Discussions on the terms of an amendment to the Credit Agreement or waiver of

compliance with the covenant are ongoing.

As of March 31, 2026 and to date, the Company had not drawn any amounts under the Credit Facility.

included financial covenants requiring the Company to maintain (i) a Consolidated Leverage Ratio not to exceed 2.50 to 1.00 and (ii)

a Consolidated Interest Coverage Ratio of at least 3.00 to 1.00 , in each case measured as of the end of each fiscal quarter commencing

with the quarter ending March 31, 2026.

As of March 31, 2026, the Company was in compliance with the Consolidated Leverage Ratio covenant

and was out of compliance with the Consolidated Interest Coverage Ratio covenant contained in the Credit Agreement.

On June 30, 2026,

the Company entered into the Credit Agreement Waiver and First Amendment with Citizens.

Under the terms of the Credit Agreement Waiver

and First Amendment, the Company received a waiver of any Event of Default of non-compliance with the Consolidated Interest Coverage

Ratio covenant as of March 31, 2026.

The Credit Agreement Waiver and First Amendment further amends the Credit Agreement by removing

the Consolidated Interest Coverage Ratio test and requiring the Company to maintain (i) a Consolidated Leverage Ratio not to exceed 2.50

to 1.00 , (ii) a Consolidated Fixed Charge Coverage Ratio of at least 1.25 to 1.00 , and (iii) the sum of its Cash on Hand and Unused Availability

of at least $ 40 million, in each case, commencing with the quarter ended September 30, 2026, with those capitalized terms as defined

in the Credit Agreement Waiver and First Amendment.

The Consolidated Leverage Ratio is the ratio of Consolidated Total Debt to Consolidated

EBITDA, with those capitalized terms are defined in the Credit Agreement.

The Consolidated Fixed Charge Coverage Ratio is the ratio of

Consolidated EBITDA to Consolidated Fixed Charges, with those capitalized terms are defined in the Credit Agreement Waiver and First

As of June 30, 2026 and to date, the Company had not drawn any amounts under the Credit Facility.

9 – STOCKHOLDERS’ EQUITY

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stock under the ATM Sales Agreement.

As of March 31, 2026, the Company had $ 44.6 million available under the ATM Sales Agreement.

the three months ended March 31, 2026, the Company issued an aggregate of 53,000 shares of common stock related to the exercise of options

for total proceeds of approximately $ 81 thousand.

the three months ended March 31, 2026, the Company issued an aggregate of 819,691 shares of common stock for service, including vested

As of June 30, 2026, the Company had $ 44.6 million available under the ATM Sales Agreement.

the six months ended June 30, 2026, the Company issued

an aggregate of 53,000 shares of common stock related to the exercise of options for total proceeds of approximately $ 81 thousand.

the six months ended June 30, 2026, the Company issued an aggregate of 1,110,516 shares of common stock for service, including vested

restricted stock units (“RSUs”).

1 unchanged sentence

Interest of Discontinued Operations

income attributed to non-controlling interest of discontinued operations amounted to approximately $ 532 thousand for the three months

ended March 31, 2025.

During the three months ended March 31, 2025, the Company paid distributions to non-controlling interest holders

of discontinued operations of approximately $ 36 thousand.

income attributed to non-controlling interest of discontinued operations amounted to approximately $ 505 thousand and $ 1.0 million for

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

During the three and six months ended June 30, 2025, the Company paid distributions

to non-controlling interest holders of discontinued operations of approximately $ 36 thousand and $ 312 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

3 unchanged sentences

The dividends are included in the Company’s results

of operations for the three months ended March 31, 2026 and 2025.

Dividends declared and paid on the Series A Preferred Stock during

the three months ended March 31, 2026 and 2025 are as follows:

of operations for the three and six months ended June 30, 2026 and 2025.

Dividends declared and paid on the Series A Preferred Stock

during the six months ended June 30, 2026 and 2025 are as follows:

OF DIVIDENDS DECLARED AND PAID ON THE SERIES A PREFERRED STOCK

Declaration Date

March 24, 2026

1 unchanged sentence

April 15, 2026

June 23, 2026

July 15, 2026

March 25, 2025

1 unchanged sentence

April 15, 2025

June 23, 2025

July 15, 2025

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

15 unchanged sentences

On June 14, 2024, at the Annual Meeting of Stockholders,

the stockholders of the Company approved the third amendment and restatement to the 2020 Plan (the “Amended 2020 Plan”),

which further amended the 2020 Plan by increasing the maximum number of shares of the Company’s common stock available for issuance

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

of March 31, 2026, the Amended 2020 Plan provided for the issuance of up to 8,400,000 shares of Common Stock.

the stockholders of the Company approved the third amendment and restatement to the 2020 Plan, which further amended the 2020 Plan by

increasing the maximum number of shares of the Company’s common stock available for issuance under the 2020 Plan by 3,000,000 shares.

June 12, 2026, at the Annual Meeting of Stockholders, the stockholders of the Company approved the fourth amendment and restatement to

the 2020 Plan (as amended to date, the “Amended 2020 Plan”), which further amended the 2020 Plan by increasing the maximum

number of shares of the Company’s common stock available for issuance under the Amended 2020 Plan by 3,000,000 shares but also

eliminated the remaining annual, automatic increases of 150,000 shares of the Company’s common stock from January 1, 2027 through

January 1, 2031.

of June 30, 2026, the Amended 2020 Plan provided for the issuance of up to 11,400,000 shares of Common Stock.

Remaining authorization

under the Amended 2020 Plan was 996,818 shares as of March 31, 2026.

under the Amended 2020 Plan was 3,682,306 shares as of June 30, 2026.

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

5 unchanged sentences

The following

is a summary of outstanding options activity under our Amended 2020 Plan for the three months ended March 31, 2026:

is a summary of outstanding options activity under our Amended 2020 Plan for the six months ended June 30, 2026:

OF OPTION ACTIVITY

Exercise Price

Balance at December 31, 2025

$ 1.84 – 13.74

Cancelled/Forfeited/Expired

Balance at March 31, 2026

$ 1.89 – 13.74

Balance at June 30,

Exercisable at December 31, 2025

$ 1.84 – 13.74

Exercisable at March 31, 2026

$ 1.89 – 13.74

compensation expense for the Amended 2020 Plan options above was approximately $ 0 and $ 7 thousand for the three months ended March 31,

2026 and 2025, respectively, with no unamortized expense remaining as of March 31, 2026.

During the three months ended March 31, 2026,

3,000 options were exercised and total proceeds received were approximately $ 6 thousand.

As of March 31, 2026, aggregate intrinsic value

of vested service-based options outstanding was $ 67 thousand.

Exercisable at June 30, 2026

the six months ended June 30, 2026, 3,000 options were exercised and total proceeds received were approximately $ 6 thousand.

30, 2026, aggregate intrinsic value of vested service-based options outstanding was $ 111 thousand.

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

the three months ended March 31, 2026:

the six months ended June 30, 2026:

OF OPTION ACTIVITY

Exercise Price

Balance at December 31, 2025

$ 1.00 – 11.98

Cancelled/Forfeited/Expired

Balance at March 31, 2026

$ 1.00 – 11.56

Balance at June 30, 2026

Exercisable December 31, 2025

$ 1.00 – 11.98

Exercisable at March 31, 2026

$ 1.00 – 11.56

compensation expense under the above service-based option plan was $ 0 and $ 145 thousand for the three months ended March 31, 2026 and

2025, respectively, with no unamortized expense remaining as of March 31, 2026.

As of March 31, 2026, aggregate intrinsic value of vested

service-based options outstanding was $ 430 thousand.

following is a summary of outstanding performance-based options activity for the three months ended March 31, 2026:

Exercisable at June 30, 2026

of June 30, 2026, aggregate intrinsic value of vested service-based options outstanding was $ 403 thousand.

following is a summary of outstanding performance-based options activity for the six months ended June 30, 2026:

OF OPTION ACTIVITY

Exercise Price

Balance at December 31, 2025

$ 1.25 – 1.75

Balance at March 31, 2026

Balance at June 30, 2026

Exercisable December 31, 2025

$ 1.25 – 1.75

Exercisable at March 31, 2026

compensation expense under the above performance-based options plan was $ 0 for both the three months ended March 31, 2026 and 2025.

the three months ended March 31, 2026, 50,000 options were exercised and total proceeds received were approximately $ 75 thousand.

of March 31, 2026, aggregate intrinsic value of vested performance options outstanding was $ 56 thousand.

Exercisable at June 30, 2026

the six months ended June 30, 2026, 50,000 options were exercised and total proceeds received were approximately $ 75 thousand.

June 30, 2026, aggregate intrinsic value of vested performance options outstanding was $ 71 thousand.

and RSAs (under our Amended 2020 Plan)

following is a summary of unvested RSUs and RSAs activity under our Amended 2020 Plan for the three months ended March 31, 2026:

following is a summary of unvested RSUs and RSAs activity under our Amended 2020 Plan for the six months ended June 30, 2026:

OF RESTRICTED STOCK UNIT ACTIVITY

RSUs and RSAs

Number of Shares

Balance at December 31, 2025

Cancelled/Forfeited

Balance at March 31, 2026

total fair value of the

388,000 RSUs and RSAs granted was approximately $ 1.5

million which was determined using the fair value of the quoted market price on the date of grant.

Total compensation expense under

the Amended 2020 Plan RSUs and RSAs above was approximately $ 1.4

million and $ 2.4

million for the three months ended March 31, 2026 and 2025, respectively, with unamortized expense remaining of approximately $ 4.9

million as of March 31, 2026.

During the three months ended March 31, 2026, a total of 819,691

shares of common stock were issued in connection with RSUs and RSAs, including:

shares issued upon vesting of awards during the current period, and (ii) 253,691

shares issued upon settlement of awards that had vested in prior periods.

Balance at June 30, 2026

total fair value of the 1,193,180 RSUs and RSAs granted was approximately $ 5.3 million which was determined using the fair value of the

market price on the date of grant.

Total compensation expense under the Amended 2020 Plan RSUs and RSAs above was approximately $ 901

thousand and $ 2.1 million for the three months ended June 30, 2026 and 2025, respectively, with unamortized expense remaining of approximately

$ 5.8 million as of June 30, 2026, which is expected to be recognized through 2029.

Total compensation expense under the Amended 2020

Plan RSUs and RSAs above was approximately $ 2.3 million and $ 4.4 million for the six months ended June 30, 2026 and 2025, respectively.

During the six months ended June 30, 2026, a total of 1,110,516 shares of common stock were issued in connection with RSUs and RSAs,

(i) 856,825 shares issued upon vesting of awards during the current period, and (ii) 253,691 shares issued upon settlement

of awards that had vested in prior periods.

and RSAs (outside of our Amended 2020 Plan)

following is a summary of unvested RSUs and RSAs activity (outside of our Amended 2020 Plan) for the three months ended March 31, 2026:

following is a summary of unvested RSUs and RSAs activity (outside of our Amended 2020 Plan) for the six months ended June 30, 2026:

OF RESTRICTED STOCK UNIT ACTIVITY

RSUs and RSAs

Number of Shares

Balance at December 31, 2025

Balance at March 31, 2026

compensation expense for RSUs and RSAs outside of the Amended 2020 Plan was $ 0 for both the three months ended March 31, 2026 and 2025,

with no unamortized expense remaining as of March 31, 2026.

following is a summary of outstanding and exercisable warrants activity during the three months ended March 31, 2026:

Cancelled/Forfeited

Balance at June 30,

total fair value of 525,000 of the RSUs and RSAs granted above with service and performance based vesting criteria was approximately

$ 2.3 million which was determined using the fair value of the market price on the date of grant.

The total fair value of 75,000 of the

RSUs and RSAs granted above with market based vesting criteria was approximately $ 350 thousand.

This was determined using the Monte Carlo

Simulation Model with the following assumptions:

dividend yield of 0 %, expected term of 3 years, volatility of 95.11 %, and risk-free

rate of 4.05 %.

The reversal of previously recognized compensation expense due to actual forfeitures from terminations for RSUs and RSAs

outside of the Amended 2020 Plan was approximately $ 111 thousand for both the three and six months ended June 30, 2026.

Total compensation

expense for RSUs and RSAs outside of the Amended 2020 Plan was $ 0 for both the three and six months ended June 30, 2025.

There is $ 2.4

million unamortized expense remaining as of June 30, 2026 for RSUs and RSAs outside of the Amended 2020 Plan, which is expected to be

recognized through 2029.

following is a summary of outstanding and exercisable warrants activity during the six months ended June 30, 2026:

WARRANT OUTSTANDING AND EXERCISABLE

Exercise Price

Balance at December 31, 2025

$ 1.24 – 12.00

Cancelled/Forfeited/Expired

Balance at March 31, 2026

$ 1.24 – 12.00

Balance at June 30,

Exercisable December 31, 2025

$ 1.24 – 12.00

Exercisable March 31, 2026

$ 1.24 – 12.00

compensation expense on the above warrants for services was $ 0 for both the three months ended March 31, 2026 and 2025, with no unamortized

expense remaining as of March 31, 2026.

Exercisable June 30, 2026

compensation expense on the above warrants for services was $ 0 for both the three and six months ended June 30, 2026 and 2025, with no

unamortized expense remaining as of June 30, 2026.

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 $ 1.4 million and $ 2.5 million for the three months ended March 31, 2026 and 2025, respectively.

Such amounts are included in general and administrative expenses in the unaudited consolidated statements of operations.

expense remaining related to RSUs was $ 4.9 million as of March 31, 2026, which is expected to be recognized through 2029.

options, warrants and RSUs, and RSAs amounted to approximately $ 790 thousand and $ 2.1 million for the three months ended June 30, 2026

and 2025, respectively, and $ 2.2 million and $ 4.6 million for the six months ended June 30, 2026 and 2025, respectively.

are included in general and administrative expenses in the unaudited consolidated statements of operations.

Unamortized expense remaining

related to RSUs and RSAs was $ 8.2 million as of June 30, 2026, which is expected to be recognized through 2029.

10 – EARNINGS (LOSS) PER SHARE

12 unchanged sentences

The dilutive effect of traditional convertible

debt and convertible preferred stock is calculated using the “if-converted method.” Under the if-converted method, securities

are assumed to be converted at the beginning of the period, and the resulting common shares are included in the denominator of the diluted

EPS calculation for the entire period being presented.

debt is calculated using the “if-converted method.” Under the if-converted method, securities are assumed to be converted

at the beginning of the period, and the resulting common shares are included in the denominator of the diluted EPS calculation for the

entire period being presented.

following table reconciles net income attributable to LifeMD, Inc.

2 unchanged sentences

OF BASIC AND DILUTED EARNINGS PER SHARE

Months Ended June 30,

Net loss from continuing operations

1 unchanged sentence

$ ( 3,007,673 )

Preferred stock dividends

Net loss from continuing operations attributable to LifeMD, Inc.

$ ( 15,956,537 )

$ ( 4,653,028 )

Preferred stock

( 1,553,125 )

Net loss from continuing

operations attributable to LifeMD, Inc.

common stockholders

1 unchanged sentence

( 3,784,235 )

( 17,509,662 )

( 6,206,153 )

Net income from discontinued operations

Net income attributable to noncontrolling interests of discontinued operations

Net income from discontinued operations attributable to LifeMD, Inc.

Net income attributable

to noncontrolling interests of discontinued operations

income from discontinued operations attributable to LifeMD, Inc.

common stockholders

Net loss attributable to LifeMD, Inc.

loss attributable to LifeMD, Inc.

common stockholders

1 unchanged sentence

$ ( 2,396,226 )

loss per share is the same as diluted net loss per share attributable to common stockholders for the three months ended March 31, 2026

$ ( 17,509,662 )

$ ( 3,356,567 )

loss per share is the same as diluted loss per share attributable to common stockholders for the three and six months ended June 30,

2026 and 2025, because the inclusion of potential shares of common stock 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:

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

would have been anti-dilutive:

OF POTENTIALLY DILUTIVE SECURITIES

Three Months Ended March 31,

Months Ended June 30,

RSUs and RSAs

Stock options

Convertible long-term debt

Convertible long-term

Company leases office spaces domestically under operating leases including:

3 unchanged sentences

to extend, for which the Company expects to utilize, and (4) a warehouse and pharmacy operations center in Lancaster, Pennsylvania for

which the lease expires in 2029, with an additional five year option to extend, for which the Company expects to utilize.

following is a summary of the Company’s operating right-of-use assets and operating lease liabilities as of March 31, 2026:

which the lease expires in 2029, with an additional five year option to extend, which the Company expects to utilize.

following is a summary of the Company’s operating right-of-use assets and operating lease liabilities as of June 30, 2026:

SCHEDULE OF OPERATING RIGHT OF USE OF ASSETS

3 unchanged sentences

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 consolidated balance sheet as of March 31, 2026:

liabilities recognized on the unaudited consolidated balance sheet as of June 30, 2026:

OF MATURITY OF OPERATING LEASE LIABILITIES

6 unchanged sentences

( 3,395,847 )

Present value of operating lease liabilities

lease expenses were approximately $ 372 thousand and $ 383 thousand for the three months ended March 31, 2026 and 2025, respectively, and

were included in other operating expenses in our unaudited consolidated statement of operations.

Present value of operating

lease liabilities

lease expenses were approximately $ 371 thousand and $ 383 thousand for the three months ended June 30, 2026 and 2025, respectively, and

$ 744 thousand and $ 764 thousand for the six months ended June 30, 2026 and 2025, respectively, and were included in other operating expenses

in our unaudited consolidated statement of operations.

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

2 unchanged sentences

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

Weighted average remaining lease term in years

Weighted average remaining lease

term in years

Weighted average discount rate

4 unchanged sentences

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

As of March 31, 2026, the Company approximates

its implicit purchase commitments to be $ 592 thousand.

As of June 30, 2026, the Company approximates its

implicit purchase commitments to be $ 285 thousand.

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

As of March 31, 2026, 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

As of June 30, 2026, 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.

17 unchanged sentences

Defendants filed a motion to dismiss the amended complaint on March 27, 2026.

Lead Plaintiff’s opposition

is due on May 15, 2026;

and Defendants’ reply brief is due on June 12, 2026.

Lead Plaintiff filed his opposition

on May 15, 2026, and Defendants’ filed their reply brief on June 12, 2026.

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

21 unchanged sentences

13 – RELATED PARTY TRANSACTIONS

the three months ended March 31, 2025, the Company utilized CloudBoson Technologies Pvt.

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

(“CloudBoson”), formerly LegalSubmit

2 unchanged sentences

The Company paid CloudBoson a total of approximately

$ 878 thousand during the three months ended March 31, 2025 for these services.

The Company had no outstanding payables to CloudBoson

as of November 4, 2025.

$ 903 thousand and $ 1.8 million during the three and six months ended June 30, 2025, respectively, for these services.

The Company had

no outstanding payables to CloudBoson as of November 4, 2025.

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

2 unchanged sentences

The Company issued 62,500 RSUs, with a fair value of $ 131 thousand, related

to this agreement during the three months ended March 31, 2025.

The Company issued no RSUs related to this agreement during the three

months ended March 31, 2026.

to this agreement during the six months ended June 30, 2025.

The Company issued no RSUs related to this agreement during the six months

ended June 30, 2026.

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

2 unchanged sentences

The Company issued 56,250 RSUs, with a fair value

of $ 168 thousand, related to this agreement during the three months ended March 31, 2025.

of $ 168 thousand, related to this agreement during the six months ended June 30, 2025.

On January 24, 2025, Mr.

Bhatia entered into

another consulting services agreement with the Company, pursuant to which Mr.

Bhatia provides certain strategic business development

services, in consideration for 100,000 RSUs, of which 50,000 RSUs vested on the execution of the agreement and 50,000 RSUs will vest

on the one-year anniversary of the agreement.

The Company issued 50,000 RSUs, with a fair value of $ 257 thousand, related to this agreement

during the three months ended March 31, 2026.

Bhatia entered into another

consulting services agreement with the Company, pursuant to which Mr.

Bhatia provides certain strategic business development services,

in consideration for 100,000 RSUs, of which 50,000 RSUs vested on the execution of the agreement and 50,000 RSUs vested on the one-year

anniversary of the agreement.

The Company issued 50,000 RSUs, with a fair value of $ 257 thousand, related to this agreement during the

six months ended June 30, 2026.

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, included an annual base salary increase to $ 240 thousand.

During the three months ended March 31, 2026 and 2025, the Company paid Mr.

Schreiber approximately $ 63 thousand and $ 55 thousand, respectively,

in connection with his employment.

During both the six months ended June 30, 2026 and 2025, the Company paid Mr.

Schreiber approximately $ 120 thousand in connection with

his employment.

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

6 unchanged sentences

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

during the year ended December 31, 2025, with no additional expense recognized during the three months ended March 31, 2026.

during the year ended December 31, 2025, with no additional expense recognized during the six months ended June 30, 2026.

14 – INCOME TAXES

Company incurred a pre-tax loss for the three months ended March 31, 2026.

As such, the Company recorded no provision for income taxes.

Company incurred a pre-tax loss for the three and six months ended June 30, 2026.

As such, the Company recorded no provision for income

Additionally, the Company expects to incur a pre-tax loss for the year ended December 31, 2026.

2 unchanged sentences

Accordingly, no current

or deferred income tax expense or benefit was recorded for the three months ended March 31, 2026.

or deferred income tax expense or benefit was recorded for the three and six months ended June 30, 2026.

Company evaluates the realizability of its deferred tax assets on a quarterly basis.

Management assessed the need for a valuation allowance

as of March 31, 2026 and concluded that a full valuation allowance continues to be required based on cumulative losses and the forecasted

as of June 30, 2026 and concluded that a full valuation allowance continues to be required based on cumulative losses and the forecasted

loss for the year ended December 31, 2026.

There were no discrete income tax items recorded during the three months ended March 31, 2026.

There were no discrete income tax items recorded during the three and six months ended June

15 – SEGMENTS

Company’s portfolio of brands within continuing operations are managed as asingle 1 operating segment on a consolidated basis.

CODM is our Chief Executive Officer.

The CODM uses net income or loss to determine segment profitability in order to assess performance

and allocate resources.

segment data for the three months ended March 31, 2026 and 2025 is as follows:

Company’s portfolio of brands within continuing operations are managed as a single 1

operating segment on a consolidated basis.

Our CODM is our

Chief Executive Officer.

The CODM uses net income or loss to determine segment profitability in order to assess performance and allocate

segment data for the three and six months ended June 30, 2026 and 2025 is as follows:

OF RELEVANT SEGMENT DATA

Three Months Ended March 31,

Telehealth revenue, net

4 unchanged sentences

Merchant processing fees

Other general and administrative expenses

Other segment items (1)

Other general and administrative

segment items (1)

Segment operating loss

1 unchanged sentence

( 2,346,886 )

Interest income (expense), net

Loss from continuing operations before income taxes

( 16,058,673 )

( 3,528,603 )

Interest income (expense),

( 1,124,425 )

Loss from continuing operations before income

( 7,083,941 )

( 3,007,673 )

( 15,956,537 )

( 4,653,028 )

Income tax provision

Net loss from continuing operations

Net loss from continuing

$ ( 7,083,941 )

$ ( 3,007,673 )

$ ( 15,956,537 )

$ ( 4,653,028 )

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

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

of cash flows totaled $ 2.0 million during both the three months ended March 31, 2026 and 2025.

of cash flows totaled $ 3.7 million and $ 4.8 million during the six months ended June 30, 2026 and 2025, respectively.

16 – SUBSEQUENT EVENTS

Issued for Service

April 2026, the Company issued 70,000 shares of common stock related to vested restricted stock with a total fair value of $ 373 thousand.

July 2026, the Company issued 35,000 shares of common stock related to vested restricted stock with a total fair value of $ 125 thousand.

Exercise of Warrants

July 2026, 435,485 warrants were exercised on a cashless basis which resulted in 320,345 shares of common stock issued.

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