# LifeMD, Inc. (LFMD)

Informational only - not investment advice.

CIK: 0000948320
SIC: 8011 Services-Offices & Clinics of  Doctors of  Medicine
SIC breadcrumb: [Services](/division/I/) > [SIC Major Group 80](/major-group/80/) > [SIC 8011 Services-Offices & Clinics of  Doctors of  Medicine](/industry/8011/)
Latest 10-K filed: 2026-03-10
SEC page: https://www.sec.gov/edgar/browse/?CIK=948320
Filing source: https://www.sec.gov/Archives/edgar/data/948320/000149315226009549/form10-k.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 194055198 | USD | 2025 | 2026-03-10 |
| Net income | 14354106 | USD | 2025 | 2026-03-10 |
| Assets | 70411319 | USD | 2025 | 2026-03-10 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-10. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000948320.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

| Metric | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue |  |  |  | 42,515 | 12,468,578 | 37,293,910 | 92,875,806 | 119,033,520 | 152,547,006 | 154,824,075 | 194,055,198 |
| Net income |  | -1,107,544 | -1,205,961 | -1,240,828 | -3,137,203 | -58,646,943 | -60,897,704 | -45,535,659 | -20,595,992 | -21,409,016 | 14,354,106 |
| Operating income |  | -1,174,682 | -1,228,355 | -2,056,140 | -2,889,608 | -57,819,453 | -54,301,081 | -43,447,781 | -14,489,273 | -20,401,988 | -7,669,694 |
| Gross profit |  | 3,292,549 | 2,663,951 | 6,327,907 | 9,943,270 | 28,432,724 | 74,880,412 | 100,365,492 | 133,646,542 | 133,383,276 | 166,340,390 |
| Diluted EPS |  | -0.03 | -0.03 |  |  |  |  |  |  | -0.60 | 0.25 |
| Operating cash flow |  | -407,914 | -817,216 | -905,519 | 251,408 | -12,131,614 | -33,085,489 | -22,935,149 | 8,820,232 | 17,513,190 | 8,280,175 |
| Capital expenditures |  |  |  |  |  |  | 247,365 | 366,633 | 203,814 | 1,463,357 | 1,870,668 |
| Dividends paid |  |  |  |  |  |  | 871,476 | 3,106,250 | 3,106,250 | 3,106,250 | 3,106,250 |
| Share buybacks |  |  | 76,648 |  |  |  |  |  |  |  | 270,000 |
| Assets |  | 789,824 | 1,263,810 | 2,616,135 | 3,446,179 | 13,402,991 | 49,923,243 | 25,665,853 | 58,480,709 | 76,096,297 | 70,411,319 |
| Liabilities | 267,481 |  | 640,971 | 1,796,397 | 4,575,420 | 14,224,755 | 24,104,133 | 32,971,356 | 52,914,550 | 83,650,417 | 47,254,739 |
| Stockholders' equity |  | -355,170 | 881,923 | 897,700 | -988,185 | -2,301,899 | 22,740,033 | -11,395,777 | 3,505,372 | -9,083,214 | 23,156,580 |
| Cash and cash equivalents | 232,984 | 182,561 | 141,379 | 180,093 | 1,106,624 | 9,179,075 | 41,328,039 | 3,958,957 | 33,146,725 | 35,004,924 |  |
| Free cash flow |  |  |  |  |  |  | -33,332,854 | -23,301,782 | 8,616,418 | 16,049,833 | 6,409,507 |

### Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

| Metric | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Net margin |  |  |  |  | -25.16% |  | -65.57% | -38.25% | -13.50% | -13.83% | 7.40% |
| Operating margin |  |  |  |  | -23.18% |  | -58.47% | -36.50% | -9.50% | -13.18% | -3.95% |
| Return on equity |  |  | -136.74% | -138.22% |  |  | -267.80% |  |  |  | 61.99% |
| Return on assets |  | -140.23% | -95.42% | -47.43% | -91.03% |  | -121.98% | -177.42% | -35.22% | -28.13% | 20.39% |
| Liabilities / equity |  |  | 0.73 | 2.00 |  |  | 1.06 |  | 15.10 |  | 2.04 |
| Current ratio |  | 0.69 | 1.97 | 1.35 | 0.69 | 0.89 | 1.97 | 0.36 | 1.22 | 0.78 | 1.25 |

## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000948320.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2017-Q2 | 2017-06-30 |  |  | 0.02 | reported discrete quarter |
| 2017-Q3 | 2017-09-30 |  |  | -0.02 | reported discrete quarter |
| 2023-Q2 | 2023-06-30 | 35,946,913 | -6,733,000 |  | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 38,613,911 | -6,122,435 |  | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 44,859,848 | -3,732,101 |  | derived Q4 = FY annual - nine-month YTD |
| 2024-Q1 | 2024-03-31 | 44,144,264 | -6,768,355 |  | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 50,661,845 | -6,875,640 |  | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 53,393,157 | -5,131,465 |  | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 64,254,572 | -106,272 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2025-03-31 | 65,697,756 | 1,384,804 |  | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 62,218,185 | -2,074,874 |  | reported discrete quarter |
| 2025-Q3 | 2025-06-30 | 62,673,395 | -1,619,664 | -0.05 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 7,080,159 | 19,963,665 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2026-03-31 | 50,162,956 | -8,872,596 | -0.20 | reported discrete quarter |

## Macro Cross-References
- [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- [UNRATE](/indicator/UNRATE/): Unemployment Rate
- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit
- [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit
- [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food
- [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy
- [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter
- [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index
- [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities
- [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate
- [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm
- [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate
- [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio
- [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed
- [CE16OV](/indicator/CE16OV/): Employment Level
- [ICSA](/indicator/ICSA/): Initial Claims
- [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm
- [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm
- [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product
- [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period
- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units
- [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade
- [PCE](/indicator/PCE/): Personal Consumption Expenditures
- [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income
- [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate
- [M2SL](/indicator/M2SL/): M2
- [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance
- [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States
- [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States
- [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States
- [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States
- [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States
- [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized
- [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized
- [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks
- [GDP](/indicator/GDP/): Gross Domestic Product
- [GPDI](/indicator/GPDI/): Gross Private Domestic Investment
- [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment
- [PCEC](/indicator/PCEC/): Personal Consumption Expenditures
- [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services
- [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt
- [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit
- [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts
- [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures
- [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing
- [USCONS](/indicator/USCONS/): All Employees, Construction
- [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade
- [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities
- [USGOVT](/indicator/USGOVT/): All Employees, Government
- [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private
- [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods
- [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- [BUSINV](/indicator/BUSINV/): Total Business Inventories
- [EXPGS](/indicator/EXPGS/): Exports of Goods and Services
- [IMPGS](/indicator/IMPGS/): Imports of Goods and Services
- [IR](/indicator/IR/): Import Price Index (End Use): All Commodities
- [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/948320/000149315226021536/form10-q.htm

Extracted from Part I Item 2 to the first post-MD&A boundary after HTML sanitization.
Confidence: high
Filing date: 2026-05-06
Report date: 2026-03-31

ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Note
Regarding Forward-Looking Statements

The
following discussion should be read in conjunction with the financial statements and related notes contained elsewhere in this Quarterly
Report on Form 10-Q. Certain statements made in this discussion are “forward-looking statements” within the meaning of 27A
of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). These statements are based upon beliefs of, and information currently available to, the
Company’s management as well as estimates and assumptions made by the Company’s management. Readers are cautioned not to
place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used
herein, the words “anticipate,” “believe,” “estimate,” “expect,” “forecast,”
“future,” “intend,” “plan,” “predict,” “project,” “target,” “potential,”
“will,” “would,” “could,” “should,” “continue” or the negative of these terms
and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements
reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other
factors, including the risks relating to the Company’s business, industry, and the Company’s operations and results of operations.
Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results
may differ materially from those anticipated, believed, estimated, expected, intended, or planned.

Although
the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future
results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the
United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Risk
factors include, by way of example and without limitation:

●

changes
in the market acceptance of our products;

●

the
impact of competitive products and pricing;

●

our
ability to successfully commercialize our products on a large enough scale to generate profitable operations;

●

our
ability to maintain and develop relationships with customers and suppliers;

●

our
ability to respond to new technological developments quickly and effectively, including applications and risks of artificial intelligence
(“AI”);

●

our
ability to prevent, detect and remediate cybersecurity incidents;

●

our
ability to protect our trade secrets or other proprietary rights, operate without infringing upon the proprietary rights of others
and prevent others from infringing on our proprietary rights;

●

our
ability to successfully acquire, develop or commercialize new products and equipment;

●

our
ability to collaborate successfully with other businesses and to integrate acquired businesses or new brands;

●

supply
chain constraints or difficulties;

●

current
and potential material weaknesses in our internal control over financial reporting;

●

our
need to raise additional funds in the future;

●

our
ability to successfully recruit and retain qualified personnel;

●

the
impact of industry regulation, including regulation of compounded medications, insurance claims, privacy and digital healthcare;

●

general
economic and business conditions, including inflation, slower growth or recession;

●

changes
in the political or regulatory conditions in the markets in which we operate; and

●

business
interruptions resulting from geo-political actions, including war, and terrorism or disease outbreaks.

Although
we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels
of activity, or performance. Readers are urged to carefully review and consider the various disclosures made by us in this report and
in our other reports filed with the Securities and Exchange Commission (“SEC”). We undertake no obligation to update or revise
forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating
results over time except as required by law. We believe that our assumptions are based upon reasonable data derived from and known about
our business and operations. No assurances are made that actual results of operations or the results of our future activities will not
differ materially from our assumptions.

Business
Overview

LifeMD
is a patient-centric, direct-to-patient healthcare company providing a high-quality, cost-effective, and convenient way for patients
to access virtual medical care and pharmacy services. We believe the traditional healthcare model requiring patients to visit a physician’s
office, travel to a retail pharmacy, and return for follow-up appointments or prescription refills is complex, inefficient, and costly
which can discourage individuals from seeking necessary medical care and medications. At the same time, the United States (“U.S.”)
continues to experience shortages in primary care key specialty areas.

26

Through
our vertically integrated care model, we combine proprietary technology, affiliated clinical services, pharmacy infrastructure, and artificial
intelligence (“AI”)-enabled operational systems to deliver longitudinal care at scale. Our mission is to empower individuals
to live healthier lives by expanding access to high-quality virtual and in-home healthcare services. We believe our success is driven
by an exceptional patient experience, our affiliated medical group comprised of high-quality and dedicated providers, and our vertically
integrated care platform.

As
of March 31, 2026, LifeMD served over 365,000 active patient subscribers across a range of healthcare needs, including primary care,
men’s and women’s health, hormone health, weight management, insomnia, dermatology and cardiology. We provide virtual clinical
services as well as prescription and over-the-counter (“OTC”) treatments, when medically appropriate.

Our
virtual primary care services are primarily offered through a subscription model. Since inception, we have served approximately 1,492,000
patients and customers, expanding access to convenient, and high-quality healthcare.

Our
End-to-End Telehealth Platform

LifeMD
has developed a proprietary, fully integrated telehealth and pharmacy platform designed to support diagnosis, treatment, prescription
fulfillment, and ongoing care management within a unified ecosystem. We believe this vertical integration differentiates LifeMD from
point-solution telehealth providers and enables us to deliver more cohesive patient experiences for patients electing to utilize our
affiliated pharmacy while maintaining clinical rigor and operational efficiency.

Our
telehealth technology platform is continually optimized to serve more patients, and this flexible infrastructure can be repurposed for
a variety of existing or future telehealth offerings. Further, this platform allows for rapid development and the scale up of new telehealth
offerings as we identify attractive opportunities. Our platform integrates core capabilities, including:

●

A
50-state affiliated provider network;

●

A
nationwide pharmacy network;

●

A
wholly-owned commercial pharmacy;

●

Nationwide
laboratory and diagnostic integrations;

●

A
fully integrated patient care center;

●

A
direct-to-patient marketing infrastructure for acquisition and retention; and

●

AI-enabled
clinical and operational technologies.

Through
our desktop and mobile applications, patients move seamlessly from onboarding and consultation to prescription fulfillment and longitudinal
care. We continue to augment our platform with new features selected to better serve our patients.

In
June 2024, we began accepting commercial and government health insurance for our virtual primary care services, including obesity-related
care for medically qualified patients. As of March 31, 2026, our network covered approximately 112 million lives, including approximately
30 million Medicare Fee-for-Service beneficiaries. By June 1, 2026, we expect to expand coverage to approximately 230 million lives,
representing approximately 80% of commercially insured lives in the U.S., 70% of Medicare Advantage beneficiaries, and Medicare Fee-for-Service
beneficiaries.

Affiliated
Provider Network

Care
delivery across the LifeMD platform is supported by an affiliated 50-state medical group composed of licensed physicians and nurse practitioners.
A significant portion of this network consists of full-time providers dedicated to LifeMD’s platform and clinical protocols. Our
providers deliver synchronous and asynchronous virtual consultations across primary care, chronic disease management, metabolic health,
hormone optimization, behavioral health, and other specialty programs. Clinical workflows are supported by our integrated EMR system,
case-load balancing algorithms, secure communications infrastructure, and prescription management tools. We believe that maintaining
a dedicated affiliated provider network, integrated directly into our proprietary systems, enables consistent clinical standards, operational
efficiency, and scalable care delivery across multiple specialty verticals.

Patient
Care Center

We
have an internal patient care center staffed by LifeMD employees to support clinical coordination and customer experience functions.
The patient care center provides hands-on support throughout the patient journey, including care coordination, onboarding assistance,
follow-up communication, and general support services. This infrastructure is designed to enhance accessibility, improve continuity of
care, and support retention within our subscription-based model. We believe the integration of our patient care center with our technology
platform strengthens patient engagement, supports adherence to prescribed therapies, and contributes to sustained patient satisfaction
as we scale.

27

Our
proprietary technology platform integrates:

●

Scheduling
across a national provider network;

●

Secure
patient-provider communications;

●

Case-load
balancing algorithms;

●

Clinical
documentation and EMR functionality; and

●

Prescription
management.

These
features support longitudinal care relationships and subscription-based models.

Pharmacy
and Fulfillment

To
support our telehealth brands, in November 2024 we announced the opening of a state-of-the-art wholly-owned affiliated commercial pharmacy,
marking an important milestone in creating a fully integrated, end-to-end telehealth platform. This 22,500-square-foot facility, located
in Lancaster, PA and designed to fill up to 5,000 daily prescriptions, allows us to offer patients a more cohesive care journey for relevant
conditions from initial consultation to prescription fulfillment within a single integrated ecosystem. In September 2025, we expanded
our pharmacy to include advanced non-sterile compounding capabilities for oral and topical medications, so that we could deliver tailored
therapies designed to meet evolving patient needs while improving efficiency and reducing reliance on third-party providers.

AI
and Data Infrastructure

We
have been an early adopter of AI and large language models (“LLMs”) to integrate and analyze data across the Company. These
technologies support clinical operations, product development, customer service, and internal workflows. We believe these capabilities
have the potential to significantly improve operational efficiency, reduce costs, and increase the agility of our technology, products,
operations, and medical teams, if we are able to mitigate accompanying risks

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A

Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization.
Confidence: high

ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The
following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide information
necessary to understand our audited consolidated financial statements for the period ended December 31, 2025 and highlight certain other
information which, in the opinion of management, will enhance a reader’s understanding of our financial condition, changes in financial
condition and results of operations. In particular, the discussion is intended to provide an analysis of significant trends and material
changes in our financial position and the operating results of our business during the fiscal year ended December 31, 2025, as compared
to the fiscal year ended December 31, 2024. This discussion should be read in conjunction with our consolidated financial statements
for the two-year period ended December 31, 2025 and related notes included elsewhere in this Annual Report on Form 10-K. These historical
financial statements may not be indicative of our future performance. This Management’s Discussion and Analysis of Financial Condition
and Results of Operations contains numerous forward-looking statements, all of which are based on our current expectations and could
be affected by the uncertainties and risks described throughout this filing, particularly in “Item 1A. Risk Factors.”

Overview

We
are a direct-to-patient telehealth company providing a high-quality, cost-effective, and convenient way to access comprehensive, virtual
and in-home healthcare. We believe the traditional model of visiting a doctor’s office, traveling to a retail pharmacy, and returning
for follow-up care or prescription refills is complex, inefficient, and costly, which discourages many individuals from seeking much-needed
medical care. LifeMD is improving the delivery of the healthcare experience through telehealth with our proprietary technology platform,
affiliated and dedicated provider network, broad and expanding treatment capabilities, and the unique ability to nurture patient relationships.

28

The
LifeMD telehealth platform integrates best-in-class capabilities including a 50-state medical group, a nationwide pharmacy network, a
wholly-owned affiliated commercial pharmacy, nationwide laboratory and diagnostic testing capabilities, a fully integrated electronic
medical records (“EMR”) system and a patient care and service call center. These capabilities are integrated by an industry-leading,
proprietary telehealth technology that supports a broad range of primary care, chronic disease and lifestyle healthcare needs. Currently,
LifeMD treats approximately 328,000 active patient subscribers across a range of their medical needs including primary care, men’s
sexual health, weight management, sleep, hair loss and hormonal therapy by providing telehealth clinical services and prescription and
over-the-counter (“OTC”) treatments, as medically appropriate. Our virtual primary care services are primarily offered on
a subscription basis. Since inception, we have helped more than 1,387,000 customers and patients by providing them with greater access
to high quality, convenient, and affordable care.

Our
mission is to empower people to live healthier lives by increasing access to high-quality and affordable virtual and in-home healthcare.
We believe our success has been, and will continue to be, attributable to an amazing patient experience, made possible by attracting
and retaining the highest-quality providers in the country, and our vertically integrated care platform. As we continue to pursue long-term
growth, we plan to continue to introduce new telehealth product and service offerings that complement our already expansive treatment
areas.

In
June 2024, the Company launched the acceptance of private health insurance for its virtual primary care services, including weight management
for medically qualified patients. Initially available in select states, the Company plans to continue enrollments with private payors
to facilitate access to medically necessary services, ultimately having broad coverage options across all 50 states. In April 2025, the
Company expanded acceptance of insurance to Medicare beneficiaries for qualifying care. Initially available to more than 21 million Medicare
Part B beneficiaries in 26 states, the Company has continued investing in its Medicare Part B offering
and now has the infrastructure in place to deliver qualifying services to Medicare Part B beneficiaries across 49 states. The
One Big Beautiful Bill Act (the “OBBBA”), which was signed in July 2025, permanently extends the safe harbor for high-deductible
health plans to cover telehealth services before the deductible is met, effective for plan years starting on or after January 1, 2025.
This ensures employees with health savings accounts can access, and employers can offer, pre-deductible virtual care without losing tax-advantaged
status.

Developments
in 2025

Key
developments in our business during 2025 are described below:

Discontinued
Operations

On
November 4, 2025, we sold our majority ownership interest in WorkSimpli to Lion Buyer, LLC. This transaction represents a key milestone
in the Company’s strategic transformation, further positioning the Company as a pure-play healthcare company exclusively focused
on expanding its virtual care and pharmacy offerings. WorkSimpli is classified as discontinued
operations for all periods presented in these consolidated financial statements included in this Annual Report on Form 10-K. The
Company recorded a gain on sale of discontinued operations, net of tax, of $21.3 million which is included in net income from discontinued operations
in the consolidated statement of operations for the year ended December 31, 2025. See Note 4—Discontinued Operations to our consolidated
financial statements included in this report.

Optimal
Human Health MD (“OHHMD” Acquisition)

On
April 24, 2025, the Company closed on the OHHMD Asset Purchase Agreement (the “OHHMD APA”) with OHHMD, PLLC, a North Carolina
professional limited liability company, Doug Lucas, DO, the sole member of OHHMD, and the Company’s affiliate LifeMD Southern Patient
Medical Care, P.C., a Florida professional corporation (the “PC Purchaser”), whereby the Company and the PC Purchaser acquired
certain intangible assets of OHHMD, a nationwide virtual care provider focused on women’s health and hormone replacement therapies.
The acquisition marked the launch of the Company’s official entry into the women’s health market and establishes a scalable
clinical foundation for a comprehensive virtual health program under the LifeMD brand, focused on hormone health, bone density, metabolism,
and long-term wellness.

29

Results
of Operations

Comparison
of the Year Ended December 31, 2025 to the Year Ended December 31, 2024

Our
financial results for the year ended December 31, 2025 are summarized as follows in comparison to the year ended December 31, 2024:

December 31, 2025

December 31, 2024

$

% of Sales

$

% of Sales

Telehealth revenue, net

$

194,055,198

100.00

%

$

154,824,075

100.00

%

Cost of telehealth revenue

27,714,808

14.28

%

21,440,799

13.85

%

Gross profit

166,340,390

85.72

%

133,383,276

86.15

%

Selling and marketing expenses

86,074,473

44.34

%

70,102,961

45.28

%

General and administrative expenses

57,937,023

29.86

%

57,947,932

37.43

%

Customer service expenses

11,579,636

5.97

%

10,217,654

6.60

%

Other operating expenses

11,073,155

5.71

%

8,659,712

5.59

%

Development costs

7,345,797

3.79

%

6,857,005

4.43

%

Total expenses

174,010,084

89.67

%

153,785,264

99.33

%

Operating loss from continuing operations

(7,669,694

)

(3.95

)%

(20,401,988

)

(13.18

)%

Interest expense, net

(1,360,967

)

(0.70

)%

(2,175,405

)

(1.40

)%

Loss on debt extinguishment

(1,155,851

)

(0.60

)%

-

-

%

Loss from continuing operations before income taxes

(10,186,512

)

(5.25

)%

(22,577,393

)

(14.58

)%

Income tax provision

(45,721

)

(0.02

)%

(598,000

)

(0.39

)%

Net loss from continuing operations

(10,232,233

)

(5.27

)%

(23,175,393

)

(14.97

)%

Net income from discontinued operations

25,852,024

13.32

%

2,315,252

1.50

%

Net income (loss)

15,619,791

8.05

%

(20,860,141

)

(13.47

)%

Net income attributable to non-controlling interest of discontinued operations

1,265,685

0.65

%

548,875

0.36

%

Net income (loss) attributable to LifeMD, Inc.

14,354,106

7.40

%

(21,409,016

)

(13.83

)%

Preferred stock dividends

(3,106,250

)

(1.60

)%

(3,106,250

)

(2.00

)%

Net income (loss) attributable to common stockholders

$

11,247,856

5.80

%

$

(24,515,266

)

(15.83

)%

Telehealth
revenue, net. Telehealth revenues for the year ended December 31, 2025 were approximately $194.1 million, an increase of 25% compared
to approximately $154.8 million for the year ended December 31, 2024. The increase in telehealth revenues was attributable to an increase
in online sales demand primarily related to telehealth subscription revenue which experienced an increase of approximately $45.6 million
during the year ended December 31, 2025 compared to the year ended December 31, 2024.

Cost
of telehealth revenue. Cost of telehealth revenues, which primarily include product costs, pharmacy fulfilment costs, physician consult
fees, and shipping costs directly attributable to our prescription and OTC products increased by approximately 29% to approximately $27.7
million for the year ended December 31, 2025 compared to approximately $21.4 million for the year ended December 31, 2024. The cost of
telehealth revenue increase was due to increased telehealth sales volume during the year ended December 31, 2025 when compared to the
year ended December 31, 2024. Telehealth costs stayed consistent at 14% of associated telehealth revenues during both the year ended
December 31, 2025 and 2024.

Gross
profit. Gross profit increased by approximately 25% to approximately $166.3 million for the year ended December 31, 2025 compared to
approximately $133.4 million for the year ended December 31, 2024. Gross profit as a percentage of revenues stayed consistent at 86%
for both the year ended December 31, 2025 and 2024.

Total
expenses. Operating expenses for the year ended December 31, 2025 were approximately $174.0 million, as compared to approximately $153.8
million for the year ended December 31, 2024. This represents an increase of 13%, or $20.2 million. The increase is primarily attributable
to:

(i)

Selling
and marketing expenses: This mainly consists of online marketing and advertising expenses. During the year ended December 31, 2025,
the Company had an increase of approximately $16.0 million, or 23%, in selling and marketing costs resulting from additional sales
and marketing initiatives to drive the current period’s sales growth primarily for LifeMD virtual primary care. This ramp up
is expected to both increase and maintain sustained revenue growth in future years, based on the Company’s recurring revenue
subscription-based sales model.

(ii)

Customer
service expenses: This consists of rent, insurance, payroll and benefit expenses related to the Company’s patient care center
in South Carolina. During the year ended December 31, 2025, the Company had an increase of approximately $1.4 million, or 13%, primarily
related to increases in infrastructure costs and compensation costs due to increased headcount to support the Company’s growth.

30

(iii)

Other
operating expenses: This consists of rent and lease expense, insurance, office supplies and software subscriptions, royalty expense
and bank charges. During the year ended December 31, 2025, the Company had an increase of approximately $2.4 million, or 28%, primarily
related to increases in software subscriptions.

(iv)

Development
costs: This mainly relates to third-party technology services for developing and maintaining our online platforms and information
technology services for our online products. During the year ended December 31, 2025, the Company had an increase of approximately
$489 thousand, or 7%, primarily resulting from technology platform improvements and amortization expenses.

These
increases in operating expenses were partially offset by a decrease in general and administrative expenses. This category mainly consists
of stock-based compensation expense, merchant processing fees, payroll expenses for corporate employees, taxes and licenses, amortization
expense and legal and professional fees. During the year ended December 31, 2025, the Company had a decrease of approximately $11 thousand,
or 0.02%, in general and administrative expenses. Decreases in stock-based compensation expense of $1.7 million and taxes
and licenses of $236 thousand were partially offset by increases in legal and professional fees of $1.3 million and merchant processing
fees of $490 thousand.

Interest
expense, net. Interest expense, net consists of interest expense on the Avenue Facility (as defined below), partially offset by interest
income on the Company’s cash account balances for the year ended December 31, 2025 and interest expense related to the Avenue Facility
and notes payable, partially offset by interest income on the Company’s cash account balances for the year ended December 31, 2024.
Interest expense decreased by approximately $814 thousand during the year ended December 31, 2025 as compared to the year ended December
31, 2024 primarily due to the extinguishment of the Avenue Facility during the year ended December 31, 2025.

Loss
on debt extinguishment. The Company recorded a $1.2 million loss on debt extinguishment related to the repayment of the Avenue Facility
during the year ended December 31, 2025 due to a prepayment penalty and various fees associated with the Avenue Facility. There were
no similar losses on debt extinguishment recorded during the year ended December 31, 2024.

Working
Capital (Deficit)

December 31, 2025

December 31, 2024

Current assets

$

51,831,465

$

52,369,360

Current liabilities

41,573,365

67,400,168

Working capital (deficit)

$

10,258,100

$

(15,030,808

)

Working
capital increased by approximately $25.3 million during the year ended December 31, 2025. Current assets decreased by approximately
$538 thousand, which was primarily attributable to a decrease of $3.4 million related to the Company’s current assets of
discontinued operations that were sold on November 4, 2025 and a decrease in accounts receivable of $1.2 million, partially offset
by an increase in cash of approximately $4.1 million. Current liabilities decreased by approximately $25.8 million, which was
primarily attributable to a decrease of $8.9 million related to the Company’s current liabilities of discontinued operations
that were sold on November 4, 2025, a decrease in the current portion of long-term debt of $8.4 million, a decrease in deferred
revenue of approximately $6.3 million, and a net decrease in accounts payable and accrued expenses of $2.5 million.

Liquidity
and Capital Resources

Year Ended December 31,

2025

2024

Net cash provided by operating activities

$

8,280,175

$

17,513,190

Net cash provided by (used in) investing activities

6,908,231

(11,536,318

)

Net cash used in financing activities

(13,407,012

)

(4,118,673

)

Net increase in cash

1,781,394

1,858,199

Net
cash provided by operating activities was approximately $8.3 million for the year ended December 31, 2025, as compared with approximately
$17.5 million for the year ended December 31, 2024. Significant factors contributing to net cash provided by operating activities during
the year ended December 31, 2025, include: (1) $10.5 million in non-cash stock-based compensation charges, (2) $7.5 million in non-cash
depreciation and amortization, (3) net cash provided by operating activities of discontinued operations of $6.0 million, (4) the $1.2
million loss on debt extinguishment recorded related to the repayment of the Avenue Facility on August 5, 2025, and (5) a decrease in
accounts receivable of $1.2 million. These factors were partially offset by: (1) the Company’s net loss from continuing operations
of $10.2 million, (2) a decrease in deferred revenue of $6.3 million, and (3) a net decrease in accounts payable and accrued expenses
of $2.5 million. The significant factors contributing to net cash provided by operating activities during the year ended December 31,
2024, include: (1) an increase in accounts payable and accrued expenses of $14.9 million, (2) $12.2 million in non-cash stock-based compensation
charges, (3) an increase in deferred revenue of $9.8 million, (4) $6.6 million in non-cash depreciation and amortization, and (5) net
cash provided by operating activities of discontinued operations of $3.1 million. These factors were partially offset by the Company’s
net loss from continuing operations of $23.2 million for the year ended December 31, 2024 and an increase in accounts receivable of $4.5
million.

31

Net
cash provided by investing activities for the year ended December 31, 2025 was approximately $6.9 million, as compared with net cash
used in investing activities of $11.5 million for the year ended December 31, 2024. Net cash provided by investing activities for the
year ended December 31, 2025 was primarily due to net cash provided by investing activities of discontinued operations, including the
net proceeds received from the WorkSimpli sale of $19.4 million, partially offset by cash paid for capitalized software costs of approximately
$7.6 million, and cash paid for the purchase of equipment of approximately $1.9 million. Net cash used in investing activities for the
year ended December 31, 2024 was primarily due to cash paid for capitalized software costs of approximately $6.7 million and cash paid
for the purchase of equipment of $1.5 million. Net cash used in investing activities of discontinued operations was $3.3 million for
the year ended December 31, 2024.

Net
cash used in financing activities for the year ended December 31, 2025 was approximately $13.4 million as compared with approximately
$4.1 million for the year ended December 31, 2024. Significant factors contributing to net cash used in financing activities during the
year ended December 31, 2025, include: (1) total repayments of debt instruments of $18.7 million, of which $14.7 million relates to the
extinguishment of the Avenue Facility on August 5, 2025 and $4.0 million relates to principal payments made on the Avenue Facility prior
to extinguishment, and (2) preferred stock dividends of approximately $3.1 million, partially offset by $8.7 million net proceeds received
related to sales of common stock under the ATM Sales Agreement and $471 thousand of cash proceeds received from the exercise of options
and warrants. Net cash used in financing activities of discontinued operations was $774 thousand for the year ended December 31, 2025.
During the year ended December 31, 2024, net cash used in financing activities consisted of: (1) preferred stock dividends of approximately
$3.1 million, and (2) repayments of notes payable of approximately $328 thousand, partially offset by proceeds from the exercise of options
of approximately $120 thousand. Net cash used in financing activities of discontinued operations was $805 thousand for the year ended
December 31, 2024.

Liquidity
and Capital Resources Outlook

To
date, the Company has been funding operations primarily through cash generated from operating activities, issuance of common and preferred
stock, and through loans and advances. Our primary short-term and long-term requirements for liquidity and capital are for customer acquisitions,
funding business acquisitions and investments we may make from time to time, working capital including our noncancelable operating lease
obligations, long-term debt obligations, capital expenditures and general corporate purposes. For more information on our operating lease
obligations, see Note 11—Leases to our consolidated financial statements included in this report.

On
March 21, 2023, the Company entered into and closed on a loan and security agreement (the “Avenue Credit Agreement”), and
a supplement to the Credit Agreement (the “Avenue Supplement”), with Avenue Venture Opportunities Fund II, L.P. and Avenue
Venture Opportunities Fund, L.P. (collectively, “Avenue”). The Avenue Credit Agreement provided for a convertible senior
secured credit facility of up to an aggregate amount of $40 million, comprised of the following: (1) $15 million in term loans funded
at closing, (2) $5 million of additional committed term loans which the Company received on September 26, 2023 under the First Amendment
to the Avenue Credit Agreement (the “Avenue First Amendment”) and (3) $20 million of additional uncommitted term loans, collectively
referred to as the “Avenue Facility”. The Company issued Avenue warrants to purchase $1.2 million of the Company’s
common stock at an exercise price of $1.24, subject to adjustments, of which $660 thousand have been exercised (the “Avenue Warrants”).
In addition, Avenue converted $2 million of the $15 million in term loans funded at closing into shares of the Company’s common
stock at a price per share equal to $1.49. Proceeds from the Avenue Facility were used to repay the Company’s outstanding notes
payable balances with CRG Financial. 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. As of December 31, 2025, there is no outstanding
balance on the Avenue Facility. The Company recorded a loss on debt extinguishment of $1.2 million within its consolidated financial
statements for the year ended December 31, 2025. As of December 31, 2025, $540 thousand Avenue Warrants remain outstanding.

The
Company entered into an At Market Issuance Sales Agreement (the “ATM Sales Agreement”) with B. Riley Securities, Inc. and
Cantor Fitzgerald & Co. relating to the sale of its common stock. In accordance with the terms of the ATM Sales Agreement, the Company
may, but is not obligated to, offer and sell, from time to time, shares of common stock, through or to the Agents, acting as agent or
principal. Sales of common stock, if any, will be made by any method permitted that is deemed an “at the market offering”
as defined in Rule 415 under the Securities Act. On June 7, 2024, the Company filed a shelf registration statement on Form S-3 under
the Securities Act, which was declared effective on July 18, 2024 (the “2024 Shelf”). Under the 2024 Shelf at the time of
effectiveness, the Company had the ability to raise up to $150.0 million by selling common stock, preferred stock, debt securities, warrants,
and units including $53.3 million of its common stock under the ATM Sales Agreement. During the year ended December 31, 2025, the Company
sold 762,990 shares of common stock under the ATM Sales Agreement and net proceeds received were $8.7 million. As of December 31, 2025,
the Company had $44.6 million available under the ATM Sales Agreement.

The
Company expects that its existing cash as of December 31, 2025 of $36.8 million will be sufficient to fund our planned operating expenses
and capital expenditure requirements for at least the next 12 months from the issuance date of the consolidated financial statements
included in this Annual Report on Form 10-K. 

32

Critical
Accounting Estimates

We
prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles, which require our management
to make estimates that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the
balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods. To the extent that there
are material differences between these estimates and actual results, our financial condition or results of operations would be affected.
We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking into account
our circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis.

We
consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were
highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from
period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact
on our financial condition or results of operations. There are items within our financial statements that require estimation but are
not deemed critical, as defined above.

Our
significant accounting policies are more fully described in Note 2—Basis of Presentation and Summary of Significant Accounting
Policies to our consolidated financial statements included in this report.

Recently
Adopted Accounting Pronouncements

In
December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740): Improvements
to Income Tax Disclosures, to improve its income tax disclosure requirements. Under ASU 2023-09, entities must annually: (1) disclose
specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative
threshold. ASU 2023-09 became effective for the Company’s annual period beginning on January 1, 2025. The Company adopted this
guidance in the fourth quarter of 2025 on a prospective basis. Refer to Note 14—Income Taxes for additional information.

Other
Recent Accounting Pronouncements

In
November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures
(Subtopic 220-40) to improve the disclosures about a public business entity’s expenses and provide more detailed information
about the types of expenses included in certain expense captions in the consolidated financial statements. The amendments in this update
are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December
15, 2027. Early adoption is permitted and the amendments in this update should be applied either prospectively or retrospectively. The
Company is evaluating the impact this guidance will have on the disclosures in the consolidated financial statements.

In
September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted
Improvements to the Accounting for Internal-Use Software, to simplify and modernize the accounting for internal-use software costs.
The amendments remove references to prescriptive software development stages and clarify that capitalization of eligible software development
costs begins when management authorizes and commits to funding the project and it is probable the project will be completed, and the
software will be used as intended. The amendments in this update are effective for annual reporting periods beginning after December
15, 2027, and interim reporting periods within those annual periods. Early adoption is permitted, and the guidance may be applied prospectively,
retrospectively, or using a modified approach for in-process projects. The Company is evaluating the impact this guidance will have on
the consolidated financial statements and related disclosures.

All
other accounting standards updates that have been issued or proposed by the FASB that do not require adoption until a future date are
not expected to have a material impact on the consolidated financial statements upon adoption.
