| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol LifeMD, Inc. [ LFMD ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/30/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 217,391(1) | D | ||||||||
| Common Stock | 04/15/2020 | P | 294,118 | A | $0.17 | 511,509 | D | |||
| Common Stock | 08/05/2020 | A | 173,234(5) | A | $0 | 684,743 | D | |||
| Common Stock | 09/22/2020 | P | 96,923 | A | $0.65(3) | 781,666 | D | |||
| Common Stock | 12/03/2021 | P | 110,000 | A | $3.91(2) | 891,666 | I | By Aliunde LLC | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants to Purchase Common Stock | $0.28 | 05/15/2019 | 05/15/2023 | Common Stock | 217,391 | 217,391 | D | ||||||||
| Stock Option (Right to Buy) | $1.15 | 09/30/2019 | A | 2,500(4) | 09/30/2019 | 09/30/2024 | Common Stock | 2,500 | $0 | 2,500 | D | ||||
| Stock Option (Right to Buy) | $1.15 | 12/31/2019 | A | 2,500(4) | 12/31/2019 | 12/31/2024 | Common Stock | 2,500 | $0 | 2,500 | D | ||||
| Stock Option (Right to Buy) | $1.2 | 03/31/2020 | A | 2,500(4) | 03/31/2021 | 03/31/2025 | Common Stock | 2,500 | $0 | 2,500 | D | ||||
| Stock Option (Right to Buy) | $1.5 | 06/30/2020 | A | 2,500(4) | 06/30/2020 | 06/30/2025 | Common Stock | 2,500 | $0 | 2,500 | D | ||||
| Warrants to Purchase Common Stock | $4.65 | 09/22/2020 | A | 100,000 | 09/22/2020 | 09/22/2024 | Common Stock | 100,000 | $0 | 100,000 | D | ||||
| Stock Option (Right to Buy) | $7.95 | 09/30/2020 | A | 2,500(4) | 09/30/2020 | 09/30/2025 | Common Stock | 2,500 | $0 | 2,500 | D | ||||
| Stock Option (Right to Buy) | $7 | 12/31/2020 | A | 2,500(4) | 12/31/2020 | 12/31/2025 | Common Stock | 2,500 | $0 | 2,500 | D | ||||
| Stock Option (Right to Buy) | $11.98 | 03/31/2021 | A | 2,500(4) | 03/31/2021 | 03/31/2026 | Common Stock | 2,500 | $0 | 2,500 | D | ||||
| Stock Option (Right to Buy) | $11.56 | 06/30/2020 | A | 2,500(4) | 06/30/2021 | 06/30/2026 | Common Stock | 2,500 | $0 | 2,500 | D | ||||
| Explanation of Responses: |
| 1. On October 14, 2020, the common stock of LFMD, Inc. had a reverse stock split 1-for-5, resulting in a decrease of the reporting person's ownership of 869,566 shares of common stock. |
| 2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.80 to $4.02, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth. |
| 3. Issued in connection with Exchange Agreement dated September 22, 2020 whereby shares of common stock and warrants were exchanged for outstanding debt. |
| 4. Issued as director's compensation. |
| 5. Issued pursuant to anti-dilution provisions contained in the Securities Purchase Agreement dated May 31, 2019. |
| /s/ Bertrand Velge | 12/07/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
