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United States securities and exchange commission logo





                              June 10, 2024

       Justin Schreiber
       Chief Executive Officer
       LifeMD, Inc.
       236 Fifth Avenue, Suite 400
       New York, NY 10001

                                                        Re: LifeMD, Inc.
                                                            Registration
Statement on Form S-3
                                                            Filed May 31, 2024
                                                            File No. 333-279860

       Dear Justin Schreiber:

              We have conducted a limited review of your registration statement
and have the
       following comment.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.

       Registration Statement on Form S-3

       General

   1.                                                   We note that your Form
8-K filed on July 7, 2023 does not appear to have been timely
                                                        filed, given that it
relates to a reportable event that occurred on June 16, 2023.
                                                        Accordingly, it does
not appear that you meet the eligibility requirement set forth in
                                                        General Instruction
I.A.3(b) of Form S-3. Please provide your analysis supporting the
                                                        conclusion that you are
eligible to use Form S-3 to register this offering, or amend your
                                                        registration statement
to file on an appropriate form.
 Justin Schreiber
FirstName  LastNameJustin Schreiber
LifeMD, Inc.
Comapany
June       NameLifeMD, Inc.
     10, 2024
June 10,
Page  2 2024 Page 2
FirstName LastName
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Juan Grana at 202-551-6034 or Jane Park at 202-551-7439
with any other
questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Industrial
Applications and
                                                           Services
cc:      Cam Hoang, Esq.
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