DEF 14A of LifeMD, Inc., Apr 30, 2026

DEF 14A of LifeMD, Inc.

Filed Apr 30, 2026 · FY20250001493152-26-020419

Open on EDGAR

  1. TABLE OF CONTENTS

    | EXECUTIVE COMPENSATION | 16 | | Summary Compensation Table | 16 | | 2025 Corporate Bonus Program | 17 | | Named Executive Officer Employment Agreements | 18 | | Treatment of Stock and Option Awards Upon Termination | 19 | | Retirement Plan | 20 | | Health and Welfare Benefits | 20 | | Outstanding Equity Awards at Fiscal Year End | 20 | | Pay Versus Performance Table | 21 | | DIRECTOR COMPENSATION | 23 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 25 | | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 26 | | AUDIT-RELATED MATTERS | 27 | | Audit Committee Report | 27 | | Audit Fees and Services | 28 | | Pre-Approval Policies and Procedures | 29 | | PROPOSAL 2: RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS LIFEMD’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026 | 30 | | PROPOSAL 3: TO APPROVE THE FOURTH AMENDED AND RESTATED 2020 PLAN | 30 | | EQUITY COMPENSATION PLAN INFORMATION | 33 | | PROPOSAL 4: AUTHORIZING THE CHAIRMAN OF THE BOARD TO ADJOURN THE ANNUAL MEETING TO A LATER DATE, IF NECESSARY OR APPROPRIATE | 41 | | OTHER MATTERS | 41 | | Stockholder Proposals and Nominees | 41 | | Appendix A | 42 |

  2. Board Diversity

    Board Diversity While we do not have a formal policy on diversity, our Board considers diversity to include the skill set, background, reputation, type, and length of business experience of our Board members as well as a particular nominee’s contributions to that mix. Our Board believes that diversity promotes a variety of ideas, judgments, and considerations to the benefit of our Company and stockholders. Although there are many other factors, the Board primarily focuses on public company board experience, knowledge of the healthcare and technology sectors, a background in finance and experience operating growth stage businesses. Board Leadership Structure and Role in Risk Oversight Justin Schreiber serves as both the Chairman of our Board and our Chief Executive Officer. We believe having a single person serve as both Chair of our Board and our Chief Executive Officer is the most effective leadership structure for us at this time. As Chairman of the Board, Mr. Schreiber’s key responsibilities include facilitating communication between our Board and management; assessing management’s performance; managing board members; preparation of the agenda for each board meeting; acting as Chairman of board meetings and meetings of our Company’s stockholders; and managing relations with stockholders, other stakeholders, and the public. Our Board does not currently have a designated lead independent director. We are aware of the potential conflicts that may arise when an interested director is Chairman of the Board, but we take steps to ensure that adequate structures and processes are in place to permit our Board to function independently of management. For example, the directors are able to request at any time a meeting restricted to independent directors for the purposes of discussing matters independently of management and are encouraged to do so should they feel that such a meeting is required. The Board will continue to exercise its judgment on an ongoing basis to determine the optimal Board leadership structure that the Board believes will provide effective leadership, oversight, and direction, while optimizing the functioning of both the Board and management and facilitating effective communication between the two. The Board may modify its leadership structure in the future as it deems appropriate. Risk assessment and oversight are an integral part of our governance and management processes. Our management is responsible for our day-to-day risk management activities. Our Audit Committee is responsible for overseeing our risk management process. Our Audit Committee focuses on our general risk management policies and strategy, and the most significant risks facing us, including cybersecurity, and oversees the implementation of risk mitigation strategies by management. Our Compensation Committee is responsible for overseeing risks related to our compensation programs. Our Nominating and Corporate Governance Committee is responsible for overseeing risks related to our corporate governance policies and practices. Our Board is also apprised of particular risk management matters in connection with its general oversight role, including approval of corporate matters and significant transactions. Insider Trading Policy and Anti-Hedging Policy We have adopted an Insider Trading Policy and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards. The Insider Trading Policy is filed as Exhibit 19 to our most recent Annual Report on Form 10-K. In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements. The Insider Trading Policy prohibits our directors, officers, and employees and any entities they control from purchasing financial instruments such as prepaid variable forward contracts, equity swaps, collars, and exchange funds, or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s securities. Policy Relating to Recovery of Erroneously Awarded Compensation We have adopted a Policy Relating to Recovery of Erroneously Awarded Compensation (the “Clawback Policy”), which provides for the recovery of erroneously awarded incentive compensation in the event that the Company is required to prepare an accounting restatement due to material noncompliance of the Company with any financial reporting requirements under the federal securities laws, and/or in the event of detrimental conduct by executive officers or other key employees. The Clawback Policy is designed to comply with Section 10D of the Exchange Act, related rules and the listing standards of Nasdaq. During the third quarter of 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 and 2024 annual and interim financial statements and its previously issued interim financial statements for the first and second quarters of 2025. Although the Company determined such errors to be immaterial to its previously issued financial statements, the Company revised its financial statements for those prior periods as they appear in the 2025 Annual Report, and as they will appear in future quarterly reports, in order to correct these errors. On March 6, 2026, the Audit Committee determined that the revisions constitute a “little r” accounting restatement for the aforementioned periods to the extent that they are presented in the 2025 Annual Report. A “little r” accounting restatement, pursuant to Rule 10D-1 of the Exchange Act, is required to correct an error in previously issued financial statements that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Upon reviewing the impact of these revisions on incentive compensation received by the Company’s executive officers during the recovery period established under the Clawback Policy, the Compensation Committee determined that a total of 392,000 shares of the Company’s common stock, issued in connection with the vesting of performance shares, would not have been received had their vesting been determined based on the revised results for Healthcare Adjusted EBITDA (on a trailing twelve-month basis) as of June 30, 2025. Based on the closing price per share of the Company’s common stock on December 31, 2025 ($3.41), these shares had an aggregate value of $1,336,720. The executive officers promptly transferred all of the performance shares back to the Company in satisfaction of their obligations under the Clawback Policy. Option Grant Policy The Company does not currently grant stock options to its employees or directors. We would not grant option awards in anticipation of the release of material nonpublic information or time the release of material nonpublic information for the purpose of affecting the value of executive compensation. Code of Ethics

  3. Board Diversity

    Our Board has adopted a Code of Ethics that applies to all of our employees, including our executive officers. Although not required, the Code of Ethics also applies to our directors. The Code of Ethics provides written standards that we believe are reasonably designed to deter wrongdoing and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, full, fair, accurate, timely and understandable disclosure and compliance with laws, rules and regulations, including insider trading, corporate opportunities, and whistleblowing or the prompt reporting of illegal or unethical behavior. We will provide a copy of our Code of Ethics, without charge, upon request in writing to LifeMD, Inc. at 236 Fifth Avenue, Suite 400, New York, NY 10001, Attention: General Counsel. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires the Company’s directors, executive officers, and persons who own more than 10% of the Company’s Common Stock to file initial reports of ownership and changes in ownership of the Company’s Common Stock with the SEC. These individuals are required by the regulations of the SEC to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to the Company during the fiscal year ended December 31, 2025, including those reports that we have filed on behalf of our directors and Section 16 officers, no director, Section 16 officer, beneficial owner of more than 10% of the outstanding Common Stock of the Company, or any other person subject to Section 16 of the Exchange Act, failed to file with the SEC on a timely basis during the fiscal year ended December 31, 2025, except that due to administrative error, (i) Justin Schreiber filed a Form 4 on February 21, 2025 for a sale of 50,000 shares of stock which occurred on February 14, 2025; (ii) Maria Stan filed a Form 4 on March 11, 2025 for a grant of 20,000 shares of restricted stock which occurred on March 6, 2025; (iii) Maria Stan filed a Form 4 on April 3, 2025 for (a) a grant of 9,375 RSUs which occurred on July 15, 2021, (b) a grant of 10,000 RSUs which occurred on February 4, 2022, (c) a grant of 40,000 RSUs which occurred on November 7, 2023, (d) a grant of 40,000 RSUs which occurred on November 7, 2023, (e) a grant of 20,000 shares of performance stock which vested on March 31, 2025 and (f) a grant of 20,000 RSUs which occurred on March 31, 2025; and (iv) Shayna Webb Dray filed a Form 4 on July 31, 2025 for a grant of 50,000 shares of restricted stock which occurred on July 27, 2025. Communication with our Board Stakeholders may communicate with the Board by writing to us at LifeMD, Inc., 236 Fifth Avenue, Suite 400, New York, NY 10001, Attention: General Counsel. Stakeholders who would like their submission directed to a member of the Board may so specify, and the communication will be forwarded, as appropriate. Executive Officers The following table sets forth information regarding our executive officers:

  4. Board Diversity

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Justin Schreiber | 2025 | 500,000 | 265,000 | - | - | 12,075 | 777,075 | | Chairman and Chief Executive Officer(5) | 2024 | 311,250 | 102,000 | 260,000 | 378,000 | 12,209 | 1,063,459 | | Shayna Webb Dray | 2025 | 366,667 | 25,000 | 1,530,550 | - | 12,075 | 1,934,292 | | Chief Operating Officer(6) | | | | | | | | | Stefan Galluppi | 2025 | 407,500 | 25,000 | 724,500 | - | 12,075 | 1,169,075 | | Chief Innovation Officer(7) | | | | | | | |

  5. Board Diversity

    | | | | | | Value Of Initial Fixed $100 Investment Based On: | | | | Summary Compensation Table Total for CEO(1)(2) ($) | Compensation Actually Paid to CEO(1)(2) ($) | Average Summary Compensation Table Total for Other NEOs(1)(2) ($) | Average Compensation Actually Paid to Other NEOs(1)(2) ($) | Total Shareholder Return(3) ($) | Net Income (Loss) ($ in thousands) | | 2025 | 777,075 | 777,075 | 1,551,684 | 1,027,299 | 52.22 | 11,248 | | 2024 | 1,063,459 | 1,063,459 | 1,101,671 | 875,601 | 63.06 | (24,515) | | 2023 | 888,803 | 948,303 | 2,099,175 | 2,820,243 | 105.61 | (17,839) |

  6. Board Diversity

    | (2) A reconciliation of Total compensation from the Summary Compensation Table (“SCT”) to Compensation actually paid to our CEO and the average of our Other NEOs is shown below: |

  7. Director Compensation Table

    Director Compensation Table The following Director Compensation Table sets forth information concerning compensation for services rendered by our non-employee directors for the fiscal year ended December 31, 2025:

  8. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Total ($) | | Dr. Joseph V. DiTrolio, M.D. | 61,250 | 154,766 | - | 216,016 | | Roberto Simon | 78,410 | 280,566 | - | 358,976 | | John R. Strawn, Jr. | 82,500 | 154,766 | - | 237,266 | | Dr. Joan LaRovere, M.D. | 61,250 | 155,213 | - | 216,463 | | William Febbo | - | - | - | - | | Dr. Calum MacRae, M.D., Ph.D. | 12,500 | 154,766 | - | 167,266 |

  9. Director Compensation Table

    | (1) Amounts reflect the aggregate grant date fair value of RSUs, computed in accordance with the provisions of ASC Topic 718, Stock Compensation. These amounts do not reflect the actual economic value that will be realized by the director upon the vesting, settlement or exercise of the stock award. The assumptions that we used to calculate these amounts are discussed in Note 2 to our audited consolidated financial statements for the fiscal year ended December 31, 2025 included in our Annual Report on Form 10-K filed with the SEC on March 10, 2026. |

  10. Director Compensation Table

    The table below sets forth the stock options and RSUs outstanding for each of our non-employee directors as of December 31, 2025:

  11. Director Compensation Table

    | Name | Aggregate Number of Option Awards Outstanding at December 31, 2025 | Aggregate Number of Stock Awards Outstanding at December 31, 2025 | | Dr. Joseph V. DiTrolio, M.D. | 20,000 | 22,365 | | Roberto Simon | - | 22,365 | | John R. Strawn, Jr. | 120,000 | 22,365 | | Dr. Joan LaRovere, M.D. | 37,500 | 22,365 | | William Febbo | 37,500 | - | | Dr. Calum MacRae, M.D., Ph.D. | - | 22,365 |

  12. Director Compensation Table

    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following sets forth information as of April 22, 2026, regarding the number of shares of our Common Stock beneficially owned by (i) each person that we know beneficially owns more than 5% of our Common Stock, (ii) each of our directors, nominees and named executive officers and (iii) all of our directors, nominees and named executive officers as a group. Beneficial ownership and percentage ownership are determined in accordance with the rules of the SEC. Under these rules, beneficial ownership generally includes any shares as to which the individual or entity has sole or shared voting power or investment power and includes any shares that an individual or entity has the right to acquire beneficial ownership of within 60 days of April 22, 2026, through the exercise of any option, warrant or similar right (such instruments being deemed to be “presently exercisable”). In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of our common stock that could be issued upon the exercise of presently exercisable options and warrants are considered to be outstanding. These shares, however, are not considered outstanding as of April 22, 2026 when computing the percentage ownership of each other person. To our knowledge, except as indicated in the footnotes to the following table, and subject to state community property laws where applicable, all beneficial owners named in the following table have sole voting and investment power with respect to all shares shown as beneficially owned by them. Percentage of ownership is based on 47,599,667 shares of Common Stock outstanding as of April 22, 2026. Unless otherwise indicated, the address of each of the stockholders listed below is: c/o LifeMD, Inc., 236 Fifth Avenue, Suite 400, New York, NY 10001.

  13. Director Compensation Table

    | Name of Beneficial Owner | Amount and Nature of Beneficial Ownership (1) | Percent (1) | | Justin Schreiber (2) | 2,703,715 | 5.68% | | Shayna Webb Dray (3) | 240,000 | * | | Stefan Galluppi (4) | 1,810,249 | 3.80% | | Dr. Joseph V. DiTrolio, M.D. (5) | 273,413 | * | | Roberto Simon (6) | 203,175 | * | | John R. Strawn, Jr. (7) | 593,001 | 1.24% | | Dr. Joan LaRovere, M.D.(8) | 144,550 | * | | William Febbo(9) | 450,000 | * | | Dr. Calum MacRae, M.D., Ph.D. (10) | 38,865 | * | | Directors, Nominees & Executive Officers as a Group (17 persons) | 8,258,368 | 17.22% | | BlackRock, Inc.(11) 50 Hudson Yards New York, NY 10001 | 2,481,761 | 5.21% |

  14. Director Compensation Table

    | (1) Percentage of ownership is based on 47,599,667 shares of Common Stock outstanding as of April 22, 2026. | | (2) Consists of (i) 2,475,721 shares of Common Stock held by Schreiber Holdings, LLC, (ii) 200,000 shares of Common Stock held by Mr. Schreiber and (iii) 27,994 shares of Common Stock held by Mr. Schreiber’s children. Mr. Schreiber has sole voting and dispositive power over all shares held of record by Schreiber Holdings, LLC and by his children. | | (3) Consists of 240,000 shares of Common Stock held by Ms. Webb Dray. | | (4) Consists of (i) 1,644,800 common shares held by American Nutra Tech, LLC and (ii) 165,449 common shares held by Stefan Galluppi. Mr. Galluppi has sole voting and dispositive power over all shares held of record by American Nutra Tech, LLC. | | (5) Consists of (i) 231,048 shares of Common Stock held by Dr. DiTrolio, (ii) 20,000 shares of Common Stock issuable upon exercise of outstanding options at a price of $1.75 per share and (iii) 22,365 RSUs which will vest within 60 days of April 22, 2026. | | (6) Consists of (i) 180,810 shares of Common Stock held by Mr. Simon and (ii) 22,365 RSUs which will vest within 60 days of April 22, 2026. | | (7) Consists of (i) 390,636 shares of Common Stock held by Mr. Strawn, (ii) 60,000 shares of Common Stock held by Strawn Pickens LLP over which Mr. Strawn has shared voting and dispositive power, (iii) 100,000 shares of Common Stock issuable upon exercise of outstanding options at a price of $2.00 per share, (iv) 20,000 shares of Common Stock issuable upon exercise of outstanding options at a price of $1.75 per share and (v) 22,365 RSUs which will vest within 60 days of April 22, 2026. | | (8) Consists of (i) 84,685 shares of Common Stock held by Dr. LaRovere, (ii) 37,500 shares of Common Stock issuable upon exercise of a stock option at a price of $1.89 per share and (iii) 22,365 RSUs which will vest within 60 days of April 22, 2026. | | (9) Consists of (i) 412,500 shares of Common Stock held by Mr. Febbo and (ii) 37,500 shares of Common Stock issuable upon exercise of a stock option at a price of $3.56. | | (10) Consists of (i) 16,500 shares of Common Stock held by Dr. MacRae and (ii) 22,365 RSUs which will vest within 60 days of April 22, 2026. | | (11) Based on information in the Schedule 13G filed by BlackRock, Inc. (“BlackRock”) with the SEC on November 8, 2024 for its holdings as of September 30, 2024, BlackRock reported that it has sole voting power as to 2,454,023 shares of Common Stock and sole investment power as to 2,481,761 shares of Common Stock. BlackRock’s address is 50 Hudson Yards, New York, NY 10001. | | * Less than 1% |

  15. Director Compensation Table

    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Except as set out below, since January 1, 2024, there have been no transactions, or currently proposed transactions, in which we were or are to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years (each, a “Related Party Transaction”), and in which any of the following persons (each, a “Related Party”) had or will have a direct or indirect material interest:

  16. Director Compensation Table

    | ● | any executive officer, director, or nominee for election as director of the Company; | | ● | any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock; | | ● | any promoters and control persons; and | | ● | any member of the immediate family (including any child, parent, sibling, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and stepchildren and stepparents, and any person sharing the household of such person (other than a tenant or an employee)) of any of the foregoing persons. |

  17. Director Compensation Table

    Legal Services During the year ended December 31, 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 approximately $830 thousand during the years ended December 31, 2025 and December 31, 2024, respectively, for these services. The Company had no outstanding payables to King & Spalding as of December 31, 2025. Consulting Agreements On 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 RSUs of the Company’s common stock, which vested in quarterly installments from August 30, 2023 through November 30, 2024. The Company issued 62,500 RSUs of common stock, with a fair value of $131 thousand, related to this agreement during the year ended December 31, 2025. On June 14, 2023, Naveen Bhatia, a former member of the Board, entered into a 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 RSUs of the Company’s common stock, which vested in six-month installments from June 14, 2023 through December 31, 2024. The Company issued 56,250 RSUs of common stock, with a fair value of $168 thousand, related to this agreement during the year ended December 31, 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 the Company’s common stock, 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 of common stock, with a fair value of $257 thousand, related to this agreement during the year ended December 31, 2025. Employment Agreement Effective May 1, 2024, Brian Schreiber, Logistics & Fulfillment Advisor, and a relative of the Company’s Chief Executive Officer, entered into an amended employment agreement. Mr. Schreiber’s compensation package was adjusted to reflect the increased scope of his responsibilities. The compensation adjustment, approved by the Compensation Committee of the Board, includes an annual base salary increase to $240 thousand. During the years ended December 31, 2025 and 2024, the Company paid Mr. Schreiber approximately $240 thousand and $228 thousand, respectively, in connection with his employment. On 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 year ended December 31, 2025. AUDIT-RELATED MATTERS Audit Committee Report The Audit Committee of the Board of Directors is comprised of independent directors and operates under a written charter adopted by the Board of Directors. The Audit Committee Charter is reviewed and updated as needed per applicable rules of the SEC and The Nasdaq Stock Market. The Audit Committee serves in an oversight capacity. Management is responsible for the Company’s internal controls over financial reporting. The independent auditors are responsible for performing an independent audit of the Company’s financial statements per the standards of the Public Company Accounting Oversight Board (“PCAOB”) and issuing a report thereon. The Audit Committee’s primary responsibility is to monitor and oversee these processes and to select and retain the Company’s independent auditors. In fulfilling its oversight responsibilities, the Audit Committee reviewed with management the Company’s audited financial statements and discussed not only the acceptability but also the quality of the accounting principles, the reasonableness of the significant judgments and estimates, critical accounting policies, and the clarity of disclosures in the audited financial statements prior to issuance. The Audit Committee reviewed and discussed the audited financial statements as of and for the year ended December 31, 2025, with the Company’s independent auditors, PricewaterhouseCoopers LLP (“PwC”), and discussed not only the acceptability but also the quality of the accounting principles, the reasonableness of the significant judgments and estimates, critical accounting policies and the clarity of disclosures in the audited financial statements prior to issuance. The Audit Committee discussed with PwC the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. The Audit Committee has received the written disclosures and the letter from PwC required by the applicable requirements of the PCAOB regarding independent auditor communications with the Audit Committee concerning independence and has discussed with PwC its independence. Based on these reviews and discussions with our independent registered public accounting firm, PwC, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2025, for filing with the SEC.

  18. Director Compensation Table

    | MEMBERS OF THE AUDIT COMMITTEE: | | Roberto Simon - Chairman of the Committee | | John R. Strawn, Jr. | | Dr. Joan LaRovere, M.D |

  19. Director Compensation Table

    Audit Fees and Services Changes in Independent Auditors On April 24, 2025 Marcum LLP (“Marcum”), which served as the Company’s independent registered public accounting firm of since 2022, informed us that they resigned as the Company’s independent registered public accounting firm. On November 1, 2024, CBIZ CPAs P.C. acquired the attest business of Marcum. On April 24, 2025, the Company and with the approval of the Audit Committee of the Company’s Board of Directors, engaged CBIZ CPAs P.C. (“CBIZ CPAs”) as the Company’s independent registered public accounting firm. Marcum’s reports regarding the Company’s financial statements for the years ended December 31, 2024 and December 31, 2023 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the years ended December 31, 2024 and 2023, and the interim period from December 31, 2024 to April 24, 2025, the date of Marcum’s resignation, there were no disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (“Regulation S-K”), and the related instructions thereto, with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to the subject matter of the disagreements in connection with its reports. During the years ended December 31, 2024 and 2023, and the interim period from December 31, 2024 to April 24, 2025, the date of Marcum’s resignation, there were no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K except for the following material weaknesses in our internal control over financial reporting related to: (i) our information technology general controls (“ITGCs”), particularly in the areas of user access and change management within our information systems and review of key third-party service provider Systems and Organizational Controls (“SOC”) reports and (ii) business process controls related to Information Produced by the Entity (“IPE”) and system generated IPE and insufficient evidence of formal review and approval procedures of key information utilized in the performance of the control. On August 15, 2025, the Company with the approval of the Audit Committee of the Company’s Board of Directors dismissed CBIZ CPAs as the Company’s independent registered public accounting firm. CBIZ CPAs did not issue an audit report on the Company’s financial statements. From the period April 24, 2025 through the date of CBIZ CPAs’ dismissal, there were no disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (“Regulation S-K”), and the related instructions thereto, with CBIZ CPAs on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of CBIZ CPAs, would have caused CBIZ CPAs to make reference to the subject matter of the disagreements in connection with a report, if CBIZ CPAs had issued such a report. From the period April 24, 2025 through the date of CBIZ CPAs’ dismissal, there were no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K except for the following material weaknesses in our internal control over financial reporting related to: (i) our information technology general controls (“ITGCs”), particularly in the areas of user access and change management within our information systems and review of key third-party service provider Systems and Organizational Controls (“SOC”) reports and (ii) business process controls related to Information Produced by the Entity (“IPE”) and system generated IPE and insufficient evidence of formal review and approval procedures of key information utilized in the performance of the control. On August 18, 2025, the Company, with the approval of the Audit Committee of the Company’s Board of Directors appointed PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the year ending December 31, 2025. Audit Fees The following table sets forth the fees billed to the Company for professional services rendered by PwC and Marcum, respectively, for each of the years ended December 31, 2025 and 2024:

  20. Director Compensation Table

    | | PwC | Marcum | | Services | 2025 | 2024 | | Audit Fees (1) | $1,109,800 | $680,075 | | Audit-related Fees | - | - | | Tax Fees | - | - | | All Other Fees(2) | 2,178 | - | | Total Fees | $1,111,978 | $680,075 |

  21. Director Compensation Table

    | (1) “Audit fees” are fees billed for services provided related to the audit of our annual financial statements, quarterly reviews of our interim financial statements, reports on our internal controls, and services normally provided by the independent accountant in connection with statutory and regulatory filings, comfort letters, review of registration statements or engagements for those fiscal periods. | | (2) “All Other Fees” consists of the licensing of accounting research software. |

  22. Director Compensation Table

    Pre-Approval Policies and Procedures Our Audit Committee preapproves all services provided by our independent registered public accounting firm. All of the above services and fees were reviewed and approved by the Audit Committee before the respective services were rendered. Our Audit Committee has considered the nature and amount of fees billed by PwC and believes that the provision of services for activities unrelated to the audit is compatible with maintaining their respective independence. PROPOSAL 2: RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS LIFEMD’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026 The Audit Committee of our Board of Directors has selected the firm of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. PricewaterhouseCoopers LLP has served as our independent registered public accounting firm since August 18, 2025. Although stockholder ratification of the selection of PricewaterhouseCoopers LLP is not required by law or Nasdaq rules, our Audit Committee believes that it is advisable and has decided to give our stockholders the opportunity to ratify this selection. If this proposal is not approved at the Annual Meeting, our Audit Committee may reconsider this selection. A representative of PricewaterhouseCoopers LLP is expected to attend the 2026 Annual Meeting, have an opportunity to make a statement if he or she desires to do so, and be available to respond to appropriate questions from stockholders. In the event that the appointment of PricewaterhouseCoopers LLP is not ratified by the stockholders, the Audit Committee will take the vote into consideration but retains the discretion to appoint PricewaterhouseCoopers LLP or a different independent auditor at any time if it determines that such a change is in the interests of the Company.