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REVISIONS TO PREVIOUSLY ISSUED FINANCIAL STATEMENTS

9 Months Ended

Sep. 30, 2025

Accounting Changes and Error Corrections [Abstract]

REVISIONS TO PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 3 – REVISIONS TO PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company is revising its previously issued financial statements to correct for: (1) errors identified associated with the calculation of revenue, deferred revenue, accounts receivable and accrued expenses and (2) previously identified out-of-period adjustments. The Company has evaluated these errors in accordance with ASC 650-10-S99 and S55 (formerly Staff Accounting Bulletins (“SAB”) No. 99 and No. 108), Accounting Changes and Error Corrections.

During the three months ended September 30, 2025, the Company identified errors related to the recording of net revenue as agent in certain arrangements with the Company’s third-party pharmacy providers, which resulted in the misstatement of revenue in its previously issued 2023, 2024 annual and interim financial statements and its previously issued 2025 interim financial statements. Although the Company has determined such errors to be immaterial to its previously issued financial statements, the Company has revised its previously issued financial statements to correct these errors. The cumulative impact of such errors for periods prior to 2024 of $106 thousand has been accounted for as an adjustment to retained earnings as of January 1, 2024.

In addition, the Company previously identified various out-of-period amounts included in its previously issued financial statements that were deemed to be quantitatively and qualitatively immaterial, individually and in the aggregate, to the financial statements in the periods recorded or to the relevant prior periods. Accordingly, the Company corrected these errors in its financial statements in the periods that the errors were identified. The Company is revising its previously issued financial statements to correct for these errors in the appropriate prior periods. The immaterial errors consist of: (1) a $1.0 million understatement of an insurance receivable and corresponding liability related to a pending legal matter previously recorded on a net basis, (2) a $1.0 million, $1.0 million and $1.5 million understatement of accounts receivable and corresponding liability related to deferred costs associated with one of the Company’s net revenue arrangements with a third-party pharmacy provider as of December 31, 2024, March 31, 2025 and June 30, 2025, respectively, (3) $1.5 million in voluntary disclosure sales tax expense that was overstated for the year ended December 31, 2024 and understated by $1.5 million for the years ended December 31, 2023, 2022 and 2021 for the Company’s WorkSimpli operating segment and (4) $0.5 million in WorkSimpli distributions that understated non-controlling interest during the three months ended December 31, 2024 and overstated non-controlling interest for the first and second quarters of 2024.

The Company will effect such revisions to its consolidated balance sheet as of December 31, 2024 and its consolidated statement of operations, consolidated statement of changes in stockholders’ equity (deficit) and consolidated statement of cash flows for the year ended December 31, 2024 in connection with the future filing of its 2025 Annual Report on Form 10-K, which contain this comparative period and will effect the revisions for the three months ended March 31, 2025 and the three and six months ended June 30, 2025 in connection with the future filings of its Form 10-Q which contain these comparative periods. The following tables present the effect of the revisions on the financial statements previously issued as of and for the year ended December 31, 2024, for the three months ended September 30, 2024, as of and for the nine months ended September 30, 2024, as of and for the three months ended March 31, 2025, for the three months ended June 30, 2025 and as of and for the six months ended June 30, 2025 as a result of the error corrections described above:

	As Previously Reported			Adjustment			As Revised
	As of and for the Year Ended December 31, 2024
	As Previously Reported			Adjustment			As Revised
Consolidated Balance Sheet:
Accounts receivable	$	8,217,813		$	2,636,271		$	10,854,084
Other current assets	$	2,672,231		$	1,000,000		$	3,672,231
Total Current Assets	$	48,733,089		$	3,636,271		$	52,369,360
Total Assets	$	72,460,026		$	3,636,271		$	76,096,297
Accrued expenses	$	20,811,763		$	2,000,000		$	22,811,763
Deferred revenue	$	14,480,917		$	5,145,023		$	19,625,940
Total Current Liabilities	$	60,255,145		$	7,145,023		$	67,400,168
Total Liabilities	$	76,505,394		$	7,145,023		$	83,650,417
Accumulated deficit	$	236,253,218		$	3,597,713		$	239,850,931
Total LifeMD, Inc. Stockholders’ Deficit	$	5,485,501		$	3,597,713		$	9,083,214
Non-controlling interest	$	(1,440,133	)	$	(88,961	)	$	(1,529,094	)
Total Stockholders’ Deficit	$	4,045,368		$	3,508,752		$	7,554,120
Total Liabilities, Mezzanine Equity and Stockholder’s Deficit	$	72,460,026		$	3,636,271		$	76,096,297

	As Previously Reported			Adjustment			As Revised
Consolidated Statement of Operations:
Telehealth revenue, net	$	158,438,631		$	(3,614,556	)	$	154,824,075
Total revenues, net	$	212,453,838		$	(3,614,556	)	$	208,839,282
Gross profit	$	188,385,359		$	(3,614,556	)	$	184,770,803
General and administrative expenses	$	72,662,021		$	(1,482,913	)	$	71,179,108
Total expenses	$	204,530,040		$	(1,482,913	)	$	203,047,127
Operating loss	$	(16,144,681	)	$	(2,131,643	)	$	(18,276,324	)
Loss from operations before income taxes	$	(18,326,498	)	$	(2,131,643	)	$	(20,458,141	)
Net loss	$	(18,728,498	)	$	(2,131,643	)	$	(20,860,141	)
Net income attributable to noncontrolling interests	$	153,234		$	395,641		$	548,875
Net loss attributable to LifeMD, Inc.	$	(18,881,732	)	$	(2,527,284	)	$	(21,409,016	)
Net loss attributable to LifeMD, Inc. common stockholders	$	(21,987,982	)	$	(2,527,284	)	$	(24,515,266	)
Basic loss per share attributable to LifeMD, Inc. common stockholders	$	(0.53	)	$	(0.07	)	$	(0.60	)
Diluted loss per share attributable to LifeMD, Inc. common stockholders	$	(0.53	)	$	(0.07	)	$	(0.60	)
Consolidated Statement of Changes in Stockholders’ Equity (Deficit):
Accumulated deficit	$	236,253,218		$	3,597,713		$	239,850,931
Non-controlling interest	$	(1,440,133	)	$	(88,961	)	$	(1,529,094	)
Consolidated Statement of Cash Flows:
Net loss	$	(18,728,498	)	$	(2,131,643	)	$	(20,860,141	)
Accounts receivable	$	(2,940,563	)	$	(1,647,760	)	$	(4,588,323	)
Other current assets	$	(1,737,721	)	$	(1,000,000	)	$	(2,737,721	)
Deferred revenue	$	5,652,319		$	4,262,316		$	9,914,635
Accrued expenses	$	7,502,624		$	517,087		$	8,019,711
Net cash provided by operating activities	$	17,513,190		$	-		$	17,513,190

	As Previously Reported			Adjustment			As Revised
	For the Three Months Ended September 30, 2024
	As Previously Reported			Adjustment			As Revised
Condensed Consolidated Statement of Operations:
Telehealth revenue, net	$	40,275,546		$	(120,863	)	$	40,154,683
Total revenues, net	$	53,393,157		$	(120,863	)	$	53,272,294
Gross profit	$	48,379,616		$	(120,863	)	$	48,258,753
General and administrative expenses	$	18,925,844		$	(810,701	)	$	18,115,143
Total expenses	$	53,065,728		$	(810,701	)	$	52,255,027
Operating loss	$	(4,686,112	)	$	689,838		$	(3,996,274	)
Loss from operations before income taxes	$	(5,244,709	)	$	689,838		$	(4,554,871	)
Net loss	$	(5,477,232	)	$	689,838		$	(4,787,394	)
Net loss attributable to non-controlling interests	$	(345,767	)	$	216,295		$	(129,472	)
Net loss attributable to LifeMD, Inc.	$	(5,131,465	)	$	473,543		$	(4,657,922	)
Net loss attributable to LifeMD, Inc. common stockholders	$	(5,908,028	)	$	473,543		$	(5,434,485	)
Basic loss per share attributable to LifeMD, Inc. common stockholders	$	(0.14	)	$	0.01		$	(0.13	)
Diluted loss per share attributable to LifeMD, Inc. common stockholders	$	(0.14	)	$	0.01		$	(0.13	)

	As Previously Reported			Adjustment			As Revised
	As of and for the Nine Months Ended September 30, 2024
	As Previously Reported			Adjustment			As Revised
Condensed Consolidated Statement of Operations:
Telehealth revenue, net	$	108,549,257		$	1,137,797		$	109,687,054
Total revenues, net	$	148,199,266		$	1,137,797		$	149,337,063
Gross profit	$	133,560,633		$	1,137,797		$	134,698,430
General and administrative expenses	$	52,752,961		$	(1,592,078	)	$	51,160,883
Total expenses	$	150,723,556		$	(1,592,078	)	$	149,131,478
Operating loss	$	(17,162,923	)	$	2,729,875		$	(14,433,048	)
Loss from operations before income taxes	$	(18,730,666	)	$	2,729,875		$	(16,000,791	)
Net loss	$	(18,963,189	)	$	2,729,875		$	(16,233,314	)
Net (loss) income attributable to noncontrolling interests	$	(187,729	)	$	424,766		$	237,037
Net loss attributable to LifeMD, Inc.	$	(18,775,460	)	$	2,305,109		$	(16,470,351	)
Net loss attributable to LifeMD, Inc. common stockholders	$	(21,105,148	)	$	2,305,109		$	(18,800,039	)
Basic loss per share attributable to LifeMD, Inc. common stockholders	$	(0.52	)	$	0.06		$	(0.46	)
Diluted loss per share attributable to LifeMD, Inc. common stockholders	$	(0.52	)	$	0.06		$	(0.46	)
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit):
Accumulated deficit	$	235,370,384		$	(1,234,680	)	$	234,135,704
Non-controlling interest	$	(1,765,058	)	$	376,962		$	(1,388,096	)

	As Previously Reported			Adjustment			As Revised
Condensed Consolidated Statement of Cash Flows:
Net loss	$	(18,963,189	)	$	2,729,875		$	(16,233,314	)
Accounts receivable	$	(722,251	)	$	(4,450,283	)	$	(5,222,534	)
Other current assets	$	(1,303,495	)	$	(1,000,000	)	$	(2,303,495	)
Deferred revenue	$	7,561,943		$	3,312,487		$	10,874,430
Accrued expenses	$	7,704,036		$	(97,031	)	$	7,607,005

Net cash provided by operating activities	$	15,944,841		$	495,048		$	16,439,889
Distributions to non-controlling interest	$	(108,000	)	$	(495,048	)	$	(603,048	)
Net cash used in financing activities	$	(2,688,722	)	$	(495,048	)	$	(3,183,770	)

	As Previously Reported			Adjustment			As Revised
	As of and for the Three Months Ended March 31, 2025
	As Previously Reported			Adjustment			As Revised
Condensed Consolidated Statement of Operations:
Telehealth revenue, net	$	52,456,481		$	(1,568,582	)	$	50,887,899
Total revenues, net	$	65,697,756		$	(1,568,582	)	$	64,129,174
Gross profit	$	57,054,040		$	(1,568,582	)	$	55,485,458
Operating income	$	2,542,924		$	(1,568,582	)	$	974,342
Net income	$	1,916,649		$	(1,568,582	)	$	348,067
Net income (loss) attributable to LifeMD, Inc.	$	1,384,804		$	(1,568,582	)	$	(183,778	)
Net income (loss) attributable to LifeMD, Inc. common stockholders	$	608,241		$	(1,568,582	)	$	(960,341	)
Basic earnings (loss) per share attributable to LifeMD, Inc. common stockholders	$	0.01		$	(0.03	)	$	(0.02	)
Diluted earnings (loss) per share attributable to LifeMD, Inc. common stockholders	$	0.01		$	(0.03	)	$	(0.02	)
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit):
Accumulated deficit	$	235,644,977		$	5,166,295		$	240,811,272
Non-controlling interest	$	(1,935,978	)	$	(88,961	)	$	(2,024,939	)
Condensed Consolidated Statement of Cash Flows:
Net income	$	1,916,649		$	(1,568,582	)	$	348,067
Accounts receivable		(1,974,961	)		1,507,106			(467,855	)
Deferred revenue		144,985			61,475			206,460
Net cash provided by operating activities	$	3,068,387		$	-		$	3,068,387

	As Previously Reported			Adjustment		As Revised
	For the Three Months Ended June 30, 2025
	As Previously Reported			Adjustment		As Revised
Condensed Consolidated Statement of Operations:
Telehealth revenue, net	$	48,563,672		$	455,210	$	49,018,882
Total revenues, net	$	62,218,185		$	455,210	$	62,673,395
Gross profit	$	54,787,281		$	455,210	$	55,242,491
Operating loss	$	(906,772	)	$	455,210	$	(451,562	)
Net loss	$	(1,569,799	)	$	455,210	$	(1,114,589	)
Net loss attributable to LifeMD, Inc.	$	(2,074,874	)	$	455,210	$	(1,619,664	)
Net loss attributable to LifeMD, Inc. common stockholders	$	(2,851,436	)	$	455,210	$	(2,396,226	)
Basic loss per share attributable to LifeMD, Inc. common stockholders	$	(0.06	)	$	0.01	$	(0.05	)
Diluted loss per share attributable to LifeMD, Inc. common stockholders	$	(0.06	)	$	0.01	$	(0.05	)

	As Previously Reported			Adjustment			As Revised
	As of and for the Six Months Ended June 30, 2025
	As Previously Reported			Adjustment			As Revised
Condensed Consolidated Statement of Operations:
Telehealth revenue, net	$	101,020,153		$	(1,113,372	)	$	99,906,781
Total revenues, net	$	127,915,941		$	(1,113,372	)	$	126,802,569
Gross profit	$	111,841,321		$	(1,113,372	)	$	110,727,949
Operating income	$	1,636,152		$	(1,113,372	)	$	522,780
Operating income (loss)		1,636,152			(1,113,372	)		522,780
Net income (loss)	$	346,850		$	(1,113,372	)	$	(766,522	)
Net loss attributable to LifeMD, Inc.	$	(690,070	)	$	(1,113,372	)	$	(1,803,442	)
Net loss attributable to LifeMD, Inc. common stockholders	$	(2,243,195	)	$	(1,113,372	)	$	(3,356,567	)
Basic loss per share attributable to LifeMD, Inc. common stockholders	$	(0.05	)	$	(0.03	)	$	(0.08	)
Diluted loss per share attributable to LifeMD, Inc. common stockholders	$	(0.05	)	$	(0.03	)	$	(0.08	)
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit):
Accumulated deficit	$	238,496,413		$	4,711,085		$	243,207,498
Non-controlling interest	$	(2,164,934	)	$	(88,961	)	$	(2,253,895	)
Condensed Consolidated Statement of Cash Flows:
Net income (loss)	$	346,850		$	(1,113,372	)	$	(766,522	)
Accounts receivable	$	887,684		$	645,683		$	1,533,367
Deferred revenue	$	(2,690,893	)	$	(32,312	)	$	(2,723,205	)
Accrued expenses	$	(5,865,264	)	$	500,000		$	(5,365,264	)
Net cash provided by operating activities	$	11,707,834		$	-		$	11,707,834

These accompanying notes to the unaudited condensed consolidated financial statements reflect the impact of this revision.