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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/20/22 LifeMD, Inc. 8-K:5,8,9 9/14/22 15:583K M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 49K 2: EX-10.1 Material Contract HTML 141K 3: EX-10.2 Material Contract HTML 44K 4: EX-10.3 Material Contract HTML 72K 5: EX-99.1 Miscellaneous Exhibit HTML 15K 10: R1 Cover HTML 50K 13: XML IDEA XML File -- Filing Summary XML 13K 11: XML XBRL Instance -- form8-k_htm XML 20K 12: EXCEL IDEA Workbook of Financial Reports XLSX 8K 7: EX-101.DEF XBRL Definitions -- lfmd-20220914_def XML 74K 8: EX-101.LAB XBRL Labels -- lfmd-20220914_lab XML 103K 9: EX-101.PRE XBRL Presentations -- lfmd-20220914_pre XML 71K 6: EX-101.SCH XBRL Schema -- lfmd-20220914 XSD 15K 14: JSON XBRL Instance as JSON Data -- MetaLinks 27± 35K 15: ZIP XBRL Zipped Folder -- 0001493152-22-026343-xbrl Zip 82K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): i September 14, 2022
(Exact name of Registrant as specified in its charter)
i Delaware | i 001-39785 | i 76-0238453 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
i 236 Fifth Avenue, i Suite 400
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
The Capital Market | ||||
The Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
C:
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 14, 2022, LifeMD, Inc. (the “Company”) appointed Robert Jindal to the board of directors (the “Board”) of the Company.
Mr. Jindal has served as an Operating Adviser to the Ares Private Equity Group of Ares Management Corporation, an alternative investment manager, since July 2017. Mr. Jindal has served on the board of Hornbeck Offshore Services Inc. since September 2020, and on the board of U.S. Heart and Vascular since May 2022. He previously served on the board of WellCare Health Plans, Inc. from September 2018 through January 2020, on the board of Granicus, Inc. from October 2017 through February 2021, and on the board of Cotton Holdings Inc. from June 2016 through December 2019. Mr. Jindal previously served eight years as the Governor of Louisiana, represented Louisiana’s 1st District in Congress, and was head of the state Department of Health, Assistant Secretary of the U.S. Department of Health and Human Services, Executive Director of the National Bipartisan Commission on the Future of Medicare, and the president of the University of Louisiana System.
Related Party Transactions
There are no related party transactions with regard to Mr. Jindal reportable under Item 404(a) of Regulation S-K .
Compensatory Arrangements
In connection Mr. Jindal’s appointment to the Board, the Company and Mr. Jindal entered into a Director Agreement, whereby, as compensation for his services as a member of the Board, Mr. Jindal received (i) a grant of 75,000 restricted shares of the Company’s common stock, with 37,500 restricted shares vesting immediately and 37,500 restricted shares vesting on the two-year anniversary of the Director Agreement, pursuant to a Restricted Stock Award Agreement under the LifeMD, Inc. 2020 Equity and Incentive Plan, as amended (the “Plan”), and (ii) a stock option to purchase 37,500 shares of the Company’s common stock, vesting in four equal tranches on the 90, 180, 270 and 365-day anniversary of the Director Agreement, pursuant to a Non-Qualified Stock Option Agreement under the Plan. Additionally, Mr. Jindal shall be paid $6,000 per quarter, as compensation for his services as a member of the Board. Unvested restricted shares and stock options will vest immediately upon Mr. Jindal’s termination as a director for reasons other than for “Cause,” as defined in the Plan, or immediately prior to the closing of a “Change in Control,” as defined in the respective award agreements. The awards may be forfeited in the event of Mr. Jindal’s breach of certain covenants contained in the respective award agreements.
Item 5.02 of this Current Report on Form 8-K contains only a brief description of the material terms of and does not purport to be a complete description of the rights and obligations of the parties to the Director Agreement, Restricted Stock Award Agreement and Non-Qualified Stock Option Agreement, and such description is qualified in its entirety by reference to the full text of the agreements, which are filed as Exhibits 10.1 through 10.3 and incorporated by reference into this Current Report on Form 8-K.
Item 8.01 Other Events
On September 20, 2022, the Company issued a press release announcing the appointment of Robert Jindal. A copy of the press release is filed as Exhibit 99.1 and is incorporated by reference into this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
Exhibit | Description | |
10.1 | Director Agreement, dated September 14, 2022, between LifeMD, Inc. and Robert Jindal | |
10.2 | Restricted Stock Award Agreement, dated September 14, 2022, between LifeMD, Inc. and Robert Jindal | |
10.3 | Non-Qualified Stock Option Agreement, dated September 14, 2022, between LifeMD, Inc. and Robert Jindal | |
99.1 | Press Release, dated September 20, 2022 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
LIFEMD, INC. | |||
Dated: | September 20, 2022 | By: | /s/ Eric Yecies |
Eric Yecies | |||
General Counsel and Chief Compliance Officer |
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This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 9/20/22 | |||
For Period end: | 9/14/22 | 8-K | ||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/11/24 LifeMD, Inc. 10-K 12/31/23 79:20M M2 Compliance LLC/FA 3/22/23 LifeMD, Inc. 10-K 12/31/22 80:43M M2 Compliance LLC/FA 11/10/22 LifeMD, Inc. 10-Q 9/30/22 65:8.2M M2 Compliance LLC/FA |