LifeMD, Inc. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS The following disclosures set forth certain information with respect to all securities sold by the Company during the three months ended June 30, 2025 without registration under the Securities Act: On April 1, 2025, May 13, 2025, June 20, 2025, the Company issued 300,750; 3,000 and 7,500 shares, respectively, of common stock for services, including vested restricted stock to employees. On May 29, 2025, Avenue converted $1 million of the principal amount of the outstanding term loans into shares of the Company’s common stock. This resulted in 672,042 shares of common stock issued to Avenue. Additionally on May 29, 2025, Avenue exercised 435,484 of the Avenue Warrants on a cashless basis resulting in 388,650 shares of the Company’s common stock issued. On April 25, 2025, the Company issued an aggregate of 50,000 shares of common stock related to the OHHMD APA. The above transactions did not involve any underwriters, underwriting discounts or commissions, or any public offering. The Company relied upon the exemption from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof and/or Regulation D promulgated by the SEC under the Securities Act. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not Applicable.