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SUBSEQUENT EVENTS | 3 Months Ended
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Mar. 31, 2025
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS Stock Issued for Service In April 2025, the Company issued 335,750 shares of common stock related to vested restricted stock with a total fair value of $1.9 million. OHHMD Asset Purchase Agreement On April 25, 2025, the Company, entered into and closed on an Asset Purchase Agreement (the “OHHMD Purchase Agreement”), by and among the Company; OHHMD, PLLC (the “Seller”), a North Carolina professional limited liability company; Doug Lucas, DO, the sole member of OHHMD; and LifeMD PC. Pursuant to the OHHMD Purchase Agreement, the Company acquired key assets from Optimal Human Health MD, a nationwide women’s health virtual care provider, that are used in the operation of, or related to, a virtual clinical practice focusing on women’s health and hormone replacement therapies (the “OHHMD Business”). The Company acquired the assets in exchange for 100,000 shares of the Company’s common stock, with 50,000 of those shares issued at closing, and 50,000 of those shares issued on the first anniversary of closing, and other nominal consideration. In addition, pursuant to the OHHMD Purchase Agreement, the Company agreed to make payments to Seller, contingent upon the achievement of certain milestones through the second anniversary of closing, if and when the OHHMD Business reaches and maintains certain levels of active patients with accompanying quarterly revenue (the “OHHMD Earn Out Consideration”). The OHHMD Earn Out Consideration would consist of 100,000 shares of the Company’s common stock, issued on the second anniversary of closing, if the OHHMD Business reaches 2,500 active patients with an accompanying quarterly revenue of at least $2.5 million and maintains this level for at least six full and consecutive calendar months on or prior to the eighteen-month anniversary of closing; and (ii) 100,000 shares of the Company’s common stock, issued on the second anniversary of closing if the OHHMD Business reaches 5,000 active patients with an accompanying quarterly revenue of at least $4.5 million and maintains this level for at least six full and consecutive calendar months on or prior to the second anniversary of closing. In connection with the OHHMD Purchase Agreement, LifeMD PC entered into a three-year employment agreement with Dr. Lucas, who will serve as the Company’s Vice President, Female Health & Clinical Operations, with the third year of employment on an “at-will” basis. Employment offers were also accepted by at least 75% of Seller’s employees and independent contractors. In April 2025, the Company issued 50,000 shares of common stock in connection with the OHHMD Purchase Agreement with a total fair value of $305 thousand. The Company expects to complete our valuation of OHHMD acquired assets, assumed liabilities and valuation of the purchase consideration in the second quarter of 2025.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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