LifeMD Inc 2025年度报告

FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from __________________________ to __________________________ Commission file number001-39785 LIFEMD, INC.(Exact name of registrant as specified in its charter) Delaware76-0238453State or other jurisdiction(I.R.S. Employer New York, New York10001(Address of principal executive offices)(Zip Code) (866) 351-5907(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of exchange on which registeredThe Nasdaq Global Market Common Stock, par value $.01 per share8.875% Series A Cumulative Perpetual PreferredStock, par value $0.0001 per share LFMDLFMDP The Nasdaq Global Market Securities registered pursuant to Section 12(g) of the Act: None(Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☐Emerging growth company☐ If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☒ Indicate by check mark whether the financial statements included in the filing reflects a correction of an error to previously issuedfinancial statements: Yes☒No☐ Indicate by check mark whether any of those error corrections are restatements requiring a recovery analysis of incentive-basedcompensation under the registrant’s clawback policies: Yes☒No☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the common stock held by non-affiliates of the registrant as of June 30, 2025 was $512,472,017 ascomputed by reference to the closing price of such common stock on such date. The registrant had 47,973,844 shares of common stock outstanding as of March 9, 2026. DOCUMENTS INCORPORATED BY REFERENCE Portions of the 2026 definitive proxy statement for the Registrant’s Annual Meeting of Stockholders, to be filed within 120 days of ourfiscal year end (December 31, 2025) are incorporated by reference into Part III of this Form 10-K. LIFEMD, INC.2025 FORM 10-K ANNUAL REPORTTABLE OF CONTENTS PART IITEM 1. BUSINESS4ITEM 1A. RISK FACTORS11ITEM 1B. UNRESOLVED STAFF COMMENTS27ITEM 1C. CYBERSECURITY27ITEM 2. PROPERTIES27ITEM 3. LEGAL PROCEEDINGS27ITEM 4. MINE SAFETY DISCLOSURES27PART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUERPURCHASES OF EQUITY SECURITIES28ITEM 6. RESERVED28ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS28ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK33ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA33ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE33ITEM 9A. CONTROLS AND PROCEDURES34ITEM 9B. OTHER INFORMATION35ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS35PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE36ITEM 11. EXECUTIVE COMPENSATION36ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED