UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. 2)

Filed by the Registrant [X]

Filed by a Party other than the Registrant [  ]

Check the appropriate box:

[X] Preliminary Proxy Statement

[  ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[  ] Definitive Proxy Statement

[  ] Definitive Additional Materials

[  ] Soliciting Material under §240.14a-12

CONVERSION LABS, INC.LifeMD, Inc.

(Name of Registrant as Specified in itsIn Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[  ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

[  ] Fee paid previously with preliminary materials.

[  ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

CONVERSION LABS, INC.

April 28, 2021

Dear Fellow LifeMD Stockholders:

We invite you to attend the 2021 Annual Meeting of Stockholders of LifeMD, Inc. to be held at the LifeMD corporate offices located at 800 Third Avenue, Suite 2800, New York, New York 10022 on June 24, 2021 at 12:00 p.m., EST.

The Notice of the Annual Meeting and Proxy Statement accompanying this letter provide information concerning matters to be considered and acted upon at the meeting. Immediately following the meeting, a report on our operations will be presented, including a question-and-answer and discussion period. Our 2020 results are presented in detail in our Annual Report.

Your vote is very important. We encourage you to read the Proxy Statement and vote your shares as soon as possible. Whether or not you plan to attend, you can be sure your shares are represented at the Annual Meeting by promptly submitting your vote by the Internet, by telephone or, if you request a paper copy of the proxy materials and receive a proxy card, by mail.

On behalf of the Board of Directors, thank you for your continued confidence and investment in LifeMD.

LifeMD, Inc.

800 Third Avenue, Suite 2800

New York, NY 10022

Telephone: (866) 351-5907NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

NOTICE OF SPECIAL MEETING OF SHAREHOLDERSto be held on Thursday, June 24, 2021

A SpecialTo the Stockholders of LifeMD, Inc.

The 2021 Annual Meeting of the shareholdersStockholders (the “Annual Meeting”) of Conversion Labs,LifeMD, Inc., a Delaware corporation (together with its subsidiaries,(the “Company”, “Conversion Labs”, “we”, “us” or “our”), will be held on December 30, 2020,Thursday, June 24, 2021, beginning at 10 a.m. local time at 101 Wood Avenue South, 5^th Floor, Iselin NJ 08803 for12:00 p.m. Eastern time. The purpose of the purposes of:meeting is to consider and act upon the following matters:

The foregoing items of business are more fully described in the Proxy Statement that is attached and made and made a part of this Notice. EXCEPT WITH RESPECT TO THE RATIFICATIONS (PROPOSAL 2) DESCRIBED BELOW, only

Only stockholders of record of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at the close of business on December 3, 2020 (the “Record Date”)April 29, 2021 will be entitled to notice of and to vote at the SpecialAnnual Meeting or any adjournment thereof. Our Board of Directors is submitting the Ratifications to the Company’s stockholders to eliminate uncertainty concerning the validity or effectiveness of the Ratifications as detailed below. The Ratifications are being submitted to stockholders pursuant to Section 204 of the Delaware General Corporation Law (the “DGCL”). Under Section 204 of the DGCL, stockholders of record as of November 18, 2019 (the record date of the January 10, 2020 Special Meeting at which the amendment to the Company’s Certificate of Incorporation to authorize the creation of blank check preferred stock was approved), other than holders whose identities or addresses cannot be determined from our records, are being given notice of the Special Meeting, but are not entitled to attend the Special Meeting or vote on any matter presented at the Special Meeting unless they were also holders of Common Stock as of the Record Date.postponement thereof.

This notice and the attached proxy statement constitute the notice required to be given to ourAll stockholders under Section 204 of the DGCL in connection with the ratifications contemplated by Proposal 2. Under Sections 204 and 205 of the DGCL, when a matter is submitted for ratification at a stockholder meeting, any claim that a defective corporate act ratified under Section 204 is void or voidable due to the failure of authorization, or that the Delaware Court of Chancery should declare in its discretion that a ratification in accordance with Section 204 of the DGCL not be effective or be effective only on certain conditions, must be brought within 120 days from the time a certificate of validation is filed with the Delaware Secretary of State and becomes effective, if applicable, or from the time the stockholders approve, if no certificate of validation is required. If Proposal 2 is approved, the Company expects to file a certificate of validation with regard to the filing of the Blank Check Preferred Amendment and a certificate of validation with regard to the Series B Designations promptly after the adjournment of the Meeting, and any claim that the filing and effectiveness of the acts so ratified are void or voidable due to the failure to receive the requisite stockholder approval at the January 2020 special meeting of the Company or that the Delaware Court of Chancery should declare, in its discretion, that the acts so ratified not be effective or be effective only on certain conditions, must be brought within 120 days from the time the certificates of validation are filed with the Secretary of State and becomes effective in accordance with the DGCL or, in the case of the issuance of the Series B Preferred Stock, within 120 days of the Special Meeting.

BY ORDER OF THE BOARD OF DIRECTORS

You are cordially invited to attend the meeting in person. Whether or notAnnual Meeting. We are providing proxy material access to our stockholders via the Internet at www.proxyvote.com.Please give the proxy materials your careful attention.

New York, NY

April 28, 2021

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 20, 2021

The Notice and Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.

Your vote is important. We encourage you expect to attendreview all of the meeting, please complete, date, sign and return the enclosed proxy as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. A return envelope (which is postage prepaid if mailedimportant information contained in the United States) is enclosed for your convenience. Even if you have voted by proxy you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.materials before voting.

TABLE OF CONTENTS

CONVERSION LABS,LIFEMD, INC.

800 Third Avenue, Suite 2800

New York, NY 10022

Telephone: (866) 351-5907

PROXY STATEMENT

FOR THE SPECIALANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS

TO BE HELD ON DECEMBER 30, 2020THURSDAY, JUNE 24, 2021

GENERAL INFORMATION ABOUT THE PROXY

INFORMATION CONCERNING THE SPECIALSTATEMENT AND ANNUAL MEETING

General

The enclosedThis proxy statement is solicitedfurnished in connection with the solicitation of proxies by the Board of Directors (the “Board of Directors” or the “Board”) of Conversion Labs,LifeMD, Inc. (the “Company”(“LifeMD,” “we” or “us”), for use at the Special2021 Annual Meeting of the Company’s shareholdersStockholders (the “Annual Meeting”) to be held on Thursday, June 24, 2021, beginning at 101 Wood Avenue South, 5^th Floor, Iselin NJ 08803 , on December 30, 2020, at 10 a.m. local12:00 p.m. Eastern time, and at any adjournments thereof. Whetheradjournment or notpostponement thereof (the “Annual Meeting”), for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. Accompanying this Proxy Statement is a proxy/voting instruction form (the “Proxy”) for the Annual Meeting, which you expectmay use to attend the meeting in person, please vote your shares as promptly as possible to ensure thatindicate your vote as to the proposals described in this Proxy Statement. It is counted. The proxy materialscontemplated that this Proxy Statement and the accompanying form of Proxy will be furnishedfirst mailed to the Company’s shareholders on or about December 4, 2020.April 28, 2021.

Soliciting Proxies

RevocabilityThe Company will solicit shareholders by mail through its regular employees and will request banks and brokers and other custodians, nominees and fiduciaries, to solicit their customers who have stock of Proxythe Company registered in the names of such persons and Solicitationwill reimburse them for reasonable, out-of-pocket costs. In addition, the Company may use the service of its officers and directors to solicit proxies, personally or by telephone, without additional compensation.

Voting Securities

Any shareholder executing a proxy that is solicited hereby has the powerOn April 29, 2021, there were outstanding and entitled to revoke it prior to the votingvote an aggregate of the proxy. Revocation may be made by attending the Special Meeting and voting the27,247,819 shares of stock in person, or by delivering to the Secretary of the Company at the principal office of the Company prior to the Special Meeting a written notice of revocation or a later-dated, properly executed proxy. Solicitation of proxies may be made by directors, officers and other employees of the Company by personal interview, telephone, facsimile transmittal or electronic communications.

Record Date

Shareholders of record at the close of business on December 3, 2020 (the “Record Date”), will be entitled to receive notice of, attend and vote at the meeting. Under Section 204 of the DGCL, stockholders of record as of November 18, 2019 (the record date of the January 10, 2020 Special Meeting at which the amendment to the Company’s Certificate of Incorporation to authorize the creation of blank check preferred stock was approved), other than holders whose identities or addresses cannot be determined from our records, are being given notice of the Special Meeting, but are not entitled to attend the Special Meeting or vote on any matter presented at the Special Meeting unless they were also holders of Common Stock as of the Record Date.

Action to be Taken Under Proxy

Unless otherwise directed by the giver of the proxy, the persons named in the form of proxy, namely, Justin Schreiber, our Chief Executive Officer, will vote:

Who is Entitled to Vote; Vote Required; Quorum

On October 9, 2020, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Delaware in order to effectuate a 1-for-5 reverse stock split of the Company’s issued and outstandingvoting securities, including: (i) 26,170,896 shares of common stock (the “Reverse Split”). The Reverse Split was approved by the Financial Industry Regulatory Authority (FINRA)issued and became effective in the market on October 14, 2020. Except as otherwise indicated in this proxy statement, all common stockoutstanding; and per share information and all exercise prices with respect to our warrants reflect, on a retroactive basis, the Reverse Split.

As of December 3, 2020, there were 20,992,373(ii) 3,500 shares of CommonSeries B Preferred Stock issued and outstanding, which constitutes all of the outstanding capital stock of the Company entitled to vote.outstanding. Shareholders are entitled to one vote for each share of Common Stockcommon stock held by them. Although as of December 3, 2020, there were 3,500 sharesEach share of Series B Preferred Stock issued and outstanding with such shares beingis entitled to one vote per share on an as-converted basis with the holders of the Series B Preferred Stock having, in the aggregate, 1,076,923 votes ($3,500,000 of Series B Preferred divided by the current conversion price of $3.25). Each of the 3,500 Series B Preferred shares equals approximately 307.692 votes on an as-converted basis, subject to adjustment, however, pursuant to DGCL Section 204, because these shares are the subject of the Proposal 2 ratification procedure, they are neither entitled to vote nor counted for quorum purposes for purposes of the Special Meeting.

The presence in person or by proxy of the holders of a majority of the total voting power of the issued and outstanding Common Stock is necessary to constitute a quorum at this meeting. In the absence of a quorum at the meeting, the meeting may be postponed or adjourned from time to time without notice, other than announcement at the meeting, until a quorum is formed. The enclosed Proxy reflects the number of shares that you are entitled to vote. For purposes of the quorum and the discussion below regarding the vote necessary to take shareholder action, shareholders of record who are present at the SpecialAnnual Meeting in person or by proxy and who abstain, including broker non-votes (as described below), and brokers holding customers’ shares of record who cause abstentions to be recorded at the meeting, are considered shareholders who are present for purposes of determining the presence of a quorum. Shares of Common Stock may not be voted cumulatively.

Brokers holdingWhy am I being provided with these proxy materials?

We have delivered printed versions of these proxy materials to you by mail in connection with the solicitation by our Board of proxies for the matters to be voted on at our Annual Meeting and at any adjournment or postponement thereof.

What do I do if my shares are held in “street name”?

If your shares are held in a brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in “street name.” As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by following their instructions for customers generallyvoting. Please refer to information from your bank, broker or other nominee on how to submit your voting instructions.

What if other matters come up at the Annual Meeting?

At the date this Proxy Statement went to press, we did not know of any matters to be properly presented at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the meeting or any adjournment or postponement thereof for consideration, and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.

Voting of Proxies

All valid proxies received prior to the Annual Meeting will be voted. The Board of Directors recommends that you vote by proxy even if you plan to attend the Annual Meeting. You can vote your shares by proxy via Internet or mail. To vote via Internet, go to www.proxyvote.com and follow the instructions. To vote by mail, fill out the enclosed Proxy, sign and date it, and return it in the enclosed postage-paid envelope to Broadridge Financial Solutions, Inc. Voting by proxy will not limit your right to vote at the Annual Meeting if you attend the Annual Meeting and vote in person. However, if your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy executed in your favor, from the holder of record to be able to vote at the Annual Meeting.

Revocability of Proxies

All Proxies which are properly completed, signed and returned prior to the Annual Meeting, and which have not been revoked, will be voted in favor of the proposals described in this Proxy Statement unless otherwise directed. A shareholder may revoke his or her Proxy at any time before it is voted either by filing with the General Counsel of the Company, at its principal executive offices located at 800 Third Avenue, Suite 2800, New York, NY 10022, a written notice of revocation or a duly-executed Proxy bearing a later date or by attending the Annual Meeting and voting in person.

Voting Procedures and Vote Required

Your vote is important no matter how many shares you own. Please take the time to vote. Take a moment to read the instructions below. Choose the way to vote that is easiest and most convenient for you, and cast your vote as soon as possible.

If you are the “record holder” of your shares, meaning that you own your shares in your own name and not through a bank, broker or other nominee, you may vote in one of three ways :

Uninstructed Shares

All proxies that are executed or are otherwise submitted over the Internet or by telephone will be voted on the matters set forth in the accompanying Notice of Annual Meeting of Stockholders in accordance with the instructions set forth herein. However, if no choice is specified on a proxy as to one or more of the proposals, the proxy will be voted in accordance with the Board of Directors’ recommendations on such proposals as set forth in this proxy statement.

Changing your Vote

After you have submitted a proxy, you may still change your vote and revoke your proxy at any time prior to the Annual Meeting by doing any one of the following things:

Your attendance at the Annual Meeting alone will not revoke your proxy.

Votes Required to Approve a Proposal

The holders of a majority in interest of all stock issued, outstanding and entitled to vote at a meeting, present in person or represented by proxy will constitute a quorum for the transaction of business at the Annual Meeting. Shares of common stock represented in person or by proxy (including shares which abstain or do not vote with respect to one or more of the matters presented for stockholder approval) will be counted for purposes of determining whether a quorum is present at the Annual Meeting. If a quorum is not present, the meeting may be adjourned until a quorum is obtained.

The following votes are required for approval of the proposals being presented at the Annual Meeting:

Proposal 1: Election of Directors. Votes may be cast: “FOR ALL” nominees, “WITHHOLD ALL” nominees or “FOR ALL EXCEPT” those nominees noted by you on the appropriate portion of your proxy or voting instruction card. At the Meeting, eight directors are to be elected, which number shall constitute our entire Board, to hold office until the next annual meeting of stockholders and until their successors shall have been duly elected and qualified. Pursuant to our bylaws, as amended, directors are to be elected by a majority of the votes of the shares present in person or represented by proxy at the Meeting and entitled to vote on “non-routine” matters, unless they receive voting instructions from their customers. As used herein, “uninstructed shares”the election of directors. This means shares held by a broker who has not received such instructions from its customers on a proposal. A “broker non-vote” occurs when a nominee holding uninstructed sharesthat the [eight] candidates receiving the highest number of affirmative votes at the Meeting will be elected as directors. Proxies cannot be voted for a beneficial owner doesgreater number of persons than the number of nominees named or for persons other than the named nominees. Withholding a vote from a director nominee will not vote on a particular proposal because the nominee does not have discretionary voting powerbe voted with respect to that non-routine matter. In connection with the treatmentdirector nominee indicated and will have no impact on the election of abstentions and brokerdirectors although it will be counted for the purposes of determining whether there is a quorum. Broker non-votes will have no effect on the proposal atoutcome of this meetingproposal.

Proposal 2: To Approve an Amendment to approve the 2020 Equity and Incentive Plan and the Ratifications are considered “non-routine” matters, and brokers are not entitled to vote uninstructed shares with respect to this proposal.

For Proposal 1, thePlan. Votes may be cast: “FOR,” “AGAINST” or “ABSTAIN.” The affirmative vote of the holders of shares of common stock representing a majority of the shares of Common Stock cast at the meeting in person or by proxy is required for approval.the approval of the proposed amendment to the 2020 Plan to increase the maximum number of shares of the Company’s common stock available for issuance under the 2020 Plan by 1,500,000 shares. Abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present but will not be counted as votes cast and, therefore, will have no effect on the outcome of this proposal.

Because Proposal 2 involve3: To Approve the ratification of acts under Section 204Compensation of the DGCL, those acts mustCompany’s Named Executive Officers. Votes may be approved by the vote of stockholders required to authorize such acts under the Company’s Certificate of Incorporation and Bylaws and the DGCL at the time the ratification is submitted to stockholders and at the time the acts were originally taken. In this case, because the acts being ratified involve an amendment to the Company’s Certificate of Incorporation, thecast: “FOR,” “AGAINST” or “ABSTAIN.” The affirmative vote of the holders of shares of common stock representing a majority of the outstandingshares of Common Stock entitled to vote thereoncast at the meeting in person or by proxy is required to approve Proposal 2.for the approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed in the accompanying proxy statement. Abstentions and broker non-votes will have no effect on the effectoutcome of this proposal.

Proposal 4: To Recommend the Frequency of Future Advisory Votes on Compensation. Votes may be cast: “1 YEAR,” “2 YEARS,” “3 YEARS” or “ABSTAIN.” The selection of the three options presented receiving the highest number of votes against for such option will be the option recommended by stockholders, on a non-binding advisory basis, for the frequency of future advisory votes on the compensation of the Company’s named executive officers. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

Proposal 2.5: To Ratify the Selection of Friedman LLP as LifeMD’ Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2021. Votes may be cast: “FOR,” “AGAINST” or “ABSTAIN.” The affirmative vote of the holders of shares of common stock representing a majority of the shares of Common Stock cast at the meeting in person or by proxy is required for the ratification of the selection of Friedman LLP as our independent registered public accounting firm for the current fiscal year. Abstentions will have no effect on the outcome of this proposal. There will be no broker non-votes with respect to this proposal.

Tabulation and Reporting of Voting Results

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be tallied by the inspector of election after the taking of the vote at the Annual Meeting. LifeMD will publish the final voting results in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) within four business days following the Annual Meeting.

This proxy statement, the accompanying proxy card and our 2020 annual report to stockholders were first made available to stockholders on or about April 28, 2021.

A copy of our Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the Securities and Exchange Commission, or SEC, except for exhibits, will be furnished without charge to any stockholder upon written or oral request to LifeMD, Inc., 800 Third Avenue, Suite 2800, New York, NY 10022.

Proxy Materials Are Available on the Internet

LifeMD uses the Internet as the primary means of furnishing proxy materials to stockholders. We send a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability” to our stockholders with instructions on how to access the proxy materials online at proxyvote.com or request a printed copy of materials.

Stockholders may follow the instructions in the Notice of Internet Availability to elect to receive future proxy materials in print by mail or electronically by email . We encourage stockholders to take advantage of the availability of the proxy materials online to reduce environmental impact and mailing costs.

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why am I receiving these materials?

We have sent you these proxy materials because the Board of CONVERSION LABS,LifeMD, INC. (sometimes referred to as the “Company,” “Conversion Labs,“LifeMD,” “we” or “us”) is soliciting your proxy to vote at the SpecialAnnual Meeting of Shareholders.stockholders. According to our records, you were a shareholder of the Company as of the end of business on December 3, 2020.April 29, 2021.

You are invited to attend the SpecialAnnual Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card.

The Company intends to mail these proxy materials on or about December 4, 2020April 28, 2021 to all shareholders of record on the Record Date entitled to vote at the SpecialAnnual Meeting.

Under Section 204 of the DGCL, stockholders of record as of November 18, 2019 (the record date of the January 10, 2020 Special Meeting at which the amendment to the Company’s Certificate of Incorporation to authorize the creation of blank check preferred stock was approved), other than holders whose identities or addresses cannot be determined from our records, are being given notice of the Special Meeting, but are not entitled to attend the Special Meeting or vote on any matter presented at the Special Meeting unless they were also holders of Common Stock as of the Record Date.

What is included in these materials?

These materials include this proxy statement for the SpecialAnnual Meeting and the proxy card.

What is the proxy card?

The proxy card enables you to appoint Justin Schreiber, our Chief Executive Officer, as your representative at the SpecialAnnual Meeting. By completing and returning a proxy card, you are authorizing Mr. Schreiber to vote your shares at the SpecialAnnual Meeting in accordance with your instructions on the proxy card. This way, your shares will be voted whether or not you attend the SpecialAnnual Meeting.

When and where is the SpecialAnnual Meeting being held?

The SpecialAnnual Meeting will be held on December 30, 2020June 24, 2021 commencing at 10 a.m.12 p.m., localEastern time, at 101 Wood800 Third Avenue, South, 5^th FL, Iselin NJ 08830.Suite 2800, New York, NY 10022.

Can I view these proxy materials over the Internet?

Yes. The Notice of Meeting, this Proxy Statement and accompanying proxy card are available at www.proxyvote.com.

Who can vote at the SpecialAnnual Meeting?

Only shareholders of record at the close of business on December 3, 2020April 29, 2021 will be entitled to vote at the SpecialAnnual Meeting. On this Record Date, there were 20,992,37326,170,896 shares of Common Stock outstanding and entitled to vote.

The SpecialAnnual Meeting will begin promptly at 10 a.m.12:00 p.m., localEastern time. Check-in will begin one-half hour prior to the meeting. Please allow ample time for the check-in procedures.

Shareholder of Record: Shares Registered in Your Name

If on December 3, 2020April 29, 2021 your shares were registered directly in your name with Conversion Labs’LifeMD’s transfer agent, Worldwide Stock Transfer, LLC, then you are a shareholder of record. As a shareholder of record, you may vote in person at the meeting or vote by proxy. Whether or not you plan to attend the meeting, we urge you to fill out and return the enclosed proxy.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on December 3, 2020,April 29, 2021, your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, rather than in your name, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the shareholder of record for purposes of voting at the SpecialAnnual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the SpecialAnnual Meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the meeting unless you request and obtain a valid proxy from your broker or other agent.

What am I voting on?

The following matters are scheduled for a vote:

The Board is not currently aware of any other business that will be brought before the SpecialAnnual Meeting.

How do I vote?

You may vote “For” or “Against” or abstain from voting. The procedures for voting are fairly simple:

Shareholder of Record: Shares Registered in Your Name

If you are a shareholder of record as of the Record Date, you may vote in person at the SpecialAnnual Meeting or vote by proxy using the enclosed proxy card. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote in person even if you have already voted by proxy.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received voting instructions with these proxy materials from that organization rather than from us. Simply complete and mail your voting instructions as directed by your broker or bank to ensure that your vote is counted. Alternatively, you may be able to vote by telephone or over the Internet by following instructions provided by your broker or bank. To vote in person at the SpecialAnnual Meeting, you must obtain a valid proxy from your broker, bank, or other agent. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a proxy form.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of Common Stock you own as of the Record Date.

What is a quorum for purposes of conducting the SpecialAnnual Meeting?

The presence, in person or by proxy, of the holders of a majority of the total voting power of the issued and outstanding Common Stock, or 10,249,35213,623,911 shares, entitled to vote at the meeting is necessary to constitute a quorum to transact business. If a quorum is not present or represented at the SpecialAnnual Meeting, the shareholders entitled to vote thereat, present in person or by proxy, may adjourn the SpecialAnnual Meeting from time to time without notice or other announcement until a quorum is present or represented.

What if I return a proxy card but do not make specific choices?

If you return a signed and dated proxy card without marking any voting selections, your shares will be voted “FOR” approvalthe election of the Conversion Labs, Inc. 2020 Equity and Incentive Plandirectors (Proposal No. 1), and “FOR” approval of the Ratificationsamendment to the 2020 Plan (Proposal No. 2), “FOR” approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers (Proposal No. 3), to recommend that the frequency of future advisory votes on the compensation of the Company’s named executive officers will be “3 YEARS”, “FOR” ratification of the appointment of Friedman LLP as LifeMD’s independent registered public accounting firm for the fiscal year ending December 31, 2021 (Proposal 5), and “FOR” approval of any adjournment of the SpecialAnnual Meeting, if necessary or appropriate, to transact such other business as may properly come before the meeting and all adjournments and postponements thereof; and if any other matmatter is properly presented at the meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using his best judgment.

How does the Board recommend that I vote?

Our Board recommends that you vote your shares “FOR” approvalthe election of the Conversion Labs, Inc. 2020 Equity and Incentive Plandirectors (Proposal No. 1), “FOR” approval of the Ratificationsamendment to the 2020 Plan (Proposal No. 2);, “FOR” approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers (Proposal No. 3), to recommend that the frequency of future advisory votes on the compensation of the Company’s named executive officers will be “3 YEARS”, “FOR” ratification of the appointment of Friedman LLP as LifeMD’s independent registered public accounting firm for the fiscal year ending December 31, 2021 (Proposal 5), and “FOR” approval of any adjournment of the SpecialAnnual Meeting, if necessary or appropriate, to transact such other business as may properly come before the meeting and all adjournments and postponements thereof. Unless you provide other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board as set forth in this Proxy Statement.

Who is paying for this proxy solicitation?

We will bear the cost of mailing and solicitation of proxies. Proxies may be solicited by mail or personally by our directors, officers or employees, none of whom will receive additional compensation for such solicitation. Those holding shares as of record for the benefit of others, or nominee holders, are being asked to distribute proxy soliciting materials to, and request voting instructions from, the beneficial owners of such shares. We will reimburse nominee holders for their reasonable out-of-pocket expenses.

What does it mean if I receive more than one set of proxy materials?

If you receive more than one set of proxy materials, your shares may be registered in more than one name or in different accounts. Please complete, sign and return each proxy card to ensure that all of your shares are voted.

I share the same address with another Conversion Labs,LifeMd, Inc. shareholder. Why has our household only received one set of proxy materials?

The SEC’s rules permit us to deliver a single set of proxy materials to one address shared by two or more of our shareholders. This practice, known as “householding,” is intended to reduce the Company’s printing and postage costs. We have delivered only one set of proxy materials to shareholders who hold their shares through a bank, broker or other holder of record and share a single address, unless we received contrary instructions from any shareholder at that address. However, any such street name holder residing at the same address who wishes to receive a separate copy of the proxy materials may make such a request by contacting the bank, broker or other holder of record, or Broadridge Financial Solutions, Inc. at 866-540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717. Street name holders residing at the same address who would like to request householding of Company materials may do so by contacting the bank, broker or other holder of record or Broadridge at the phone number or address listed above.

Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the meeting. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

How are votes counted?

Votes will be counted by the inspector of elections appointed for the meeting, who will separately count “For,” “Abstain” and “Against” votes, and broker non-votes. Abstentions will not be counted as votes for any matter.

How many votes are needed to approve each proposal?

For Proposal 1, the affirmative vote of a majority of the shares of Common Stock cast at the meeting in person or by proxy is required for approval. Abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present but will not be counted as votes cast and, therefore, will have no effect on the outcome of this proposal.

Because Proposal 2 involve the ratification of acts under Section 204 of the DGCL, those acts must be approved by the vote of stockholders required to authorize such acts under the Company’s Certificate of Incorporation and Bylaws and the DGCL at the time the ratification is submitted to stockholders and at the time the acts were originally taken. In this case, because the acts being ratified involved an amendment to the Company’s Certificate of Incorporation, the affirmative vote of the holders of a majority of the total voting power of the issued and outstanding Common Stock, or 10,249,352 shares, entitled to vote at the meeting is required to approve Proposal 2. Abstentions and broker non-votes will have the effect of votes against Proposal 2.

Is my vote kept confidential?

Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except:

Occasionally, shareholders provide written comments on their proxy cards, which may be forwarded to the Company’s management and the Board.

How can I find out the results of the voting at the SpecialAnnual Meeting?

Preliminary voting results will be announced at the SpecialAnnual Meeting. Final voting results will be disclosed in a Current Report on Form 8-K filed after the SpecialAnnual Meeting.

PROPOSAL NO. 1: APPROVAL OF THE CONVERSION LABS, INC. 2020 EQUITY AND INCENTIVE PLANCORPORATE GOVERNANCE

Overview

Shareholders are being asked to approve the Conversion Labs, Inc. 2020 Equity and Incentive Plan (the “2020 Plan”) which was adopted by the Board on September 19, 2020, subject to shareholder approval. If approved by shareholders, the 2020 Plan will provide stock-based incentive compensation to select officers, employees, non-employee directors, consultants and service providers.

Approval of the 2020 Plan will allow the Company to award stock options in the form of non-qualified and incentive options, stock appreciation rights, restricted stock, and restricted stock units to employees and to non-employee directors, consultants and service providers. In determining the number of shares available under the 2020 Plan, we considered the historical burn-rate of the Company’s previous incentive plans, and the potential dilution to shareholders. The 1,500,000 shares available under the 2020 Plan represent approximately 7.31% of the Company’s 20,992,373 currently outstanding shares (the “Share Reserve”). As of December 1, 2020, the Company has issued an aggregate of 475,000 non-qualified options and restricted stock units pursuant to the Plan.

Plan Highlights

The essential features of our 2020 Plan are outlined below. The following description is not complete and is qualified by reference to the full text of our 2020 Plan, which is appended to this Information Statement as Annex A.Directors

OptionsMembers of Our Board of Directors

Set forth below are the names of and certain biographical information about each member of our Board of Directors. The information presented includes each director’s principal occupation and business experience for the past five years and the names of other public companies of which he or she has served as a director during the past five years.

The Board of Directors, upon the recommendation of our Nominating and Corporate Governance Committee, has nominated: Justin Schreiber, Stefan Galluppi, John R. Strawn, Jr., Happy Walters, Bertrand Velge, Dr. Joseph V. DiTrolio, M.D., Dr. Eleanor C. Mariano and Roberto Simon for election as directors, each to hold office until their successors are elected and qualified or until their earlier resignation or removal.

Justin Schreiber – President, Chief Executive Officer and Chairman

Mr. Schreiber was appointed President and CEO of Immudyne, Inc. upon the closing of the sale of the legacy beta glucan business in February 2018. Mr. Schreiber was appointed as Immudyne PR’s President on April 1, 2017. Mr. Schreiber is the President and founder of JLS Ventures, an investment and capital markets advisory firm that invests in and consults with emerging growth publicly-traded companies. Prior to founding JLS Ventures, Mr. Schreiber ran a consulting business that provided investor relations, advisory services and capital raising solutions to small publicly traded companies. In addition to his capital markets experience, Mr. Schreiber previously worked for a global healthcare consulting firm as well as in the foreign currency trading business. He holds a BS in International Business from Elizabethtown College and a BA in International Management from the ICN École de management in Nancy, France. We estimate that Mr. Schreiber spends approximately 60% of this time on the activities of the Company. The balance of his time is spent between his other entities.

Stefan Galluppi – Chief Technology Officer and Director

Stefan Galluppi was the Chief Executive Officer of Immudyne PR and the Chief Operating Officer of Immudyne. Stefan Galluppi is the Chief Executive Officer of Immudyne PR and the Chief Operating Officer of Immudyne. Mr. Galluppi resigned as a Director of Immudyne, Inc. in February 2018 upon the sale of the legacy beta glucan business but was re-appointed after the resignation of Mr. Aldridge on May 31, 2018. Mr. Galluppi combines over 10 years of experience in building technology platforms for direct to consumer marketing campaigns. Previously, he served as the CTO of Runaway Products, a DRTV driven marketing firm with a core focus on building and optimizing systems to scale campaigns for maximum efficiency and profitability.

John R. Strawn, Jr – Director

Mr. Strawn has served as a member of our Board of Directors since July 2011. Mr. Strawn brings to the Board of Directors over 25 years of legal experience, including extensive knowledge of our intellectual property portfolio. His practice focuses on complex commercial litigation. Mr. Strawn has successfully represented the company for over 10 years, including in a dispute over the ownership and licensing of multiple patents. After prevailing in a jury trial that was upheld on appeal in 2009, the matter was settled on favorable terms for the company. In 2010, Mr. Strawn became a founding partner of Strawn Pickens LLP in Houston, Texas. Prior to founding Strawn Pickens, Mr. Strawn was the Co-Managing Partner of Cruse Scott Henderson & Allen LLP, a law firm based in Houston, Texas, since 1992. Mr. Strawn received his Juris Doctor from the University of Texas Law School and his bachelor’s degree from Dartmouth College.

Happy Walters – Director

On June 10, 2019, Mr. Walters was appointed to the Board of Directors. Mr. Walters has produced more than 20 films and television productions, most recently the hit film, “We’re the Millers”, documentaries “One in a Billion”, Grammy-nominated “I’ll Sleep When I’m Dead”, and the “Back of the Shop” TV Series for Fox Sports. He has supervised and created soundtracks for more than 80 films, including Immortals, The Fighter, Bridesmaids, The Big Lebowski, Limitless, Oh Brother Where Art Thou, Dear John, Spawn, There’s Something About Mary, Scream, American Pie, The Nutty Professor and Blade II. Walters is the CEO of Catalyst Sports & Media, which he founded in 2015 as a sports representation and e-sports development company. Prior to that, he served as the founder, President and CEO of Relativity Sports, which he grew, through acquisitions and aggressive recruiting, into the second largest sports agency in the world (Forbes). While at Relativity Sports, Walters, a certified NBA and NFL player agent, represented an extensive roster of professional basketball and football athletes, both in contract negotiations, and marketing deals. Happy also served as Relativity Media’s Co-President, overseeing certain areas of the company’s day-to-day operations in such diverse business divisions as Music, Fashion and Digital Technology. Mr. Walters began his twenty year career in the entertainment and media business by launching a music management and record label in the mid 1990’s. His record-label, Immortal Records, launched and developed the careers of such seminal artists as Korn, Incubus, and Thirty Seconds to Mars.

Bertrand Velge – Director

On June 10, 2019, Mr. Velge was appointed to the Board of Directors. Mr. Velge is the Managing Director of Graftyset, Ltd., a privately held company based in the United Kingdom. Mr. Velge is also a member of the Board of Directors of Quantum Computing Inc. a public company. Graftyset is a wholesale distributor of wine, beer and other alcoholic and non-alcoholic beverage, based in Sidcup, Kent (UK). Mr. Velge has served as Managing Director since the company was incorporated in 2003 under the name of Otterden Vintners, Ltd. Mr. Velge also served as Director for Aliunde Ltd. since 2005. Mr. Velge has over twenty years of experience in multi-disciplinary venture investing and was managing director and co-founder of a fund that trades equities in Europe, Asia and the US focusing on IPOs. He speaks English, Flemish and French, and is a graduate of the Universite Catholique de Louvain.

Dr. Joseph V. DiTrolio, M.D. – Director

Dr. DiTrolio was appointed to our Board of Directors on September 4, 2014. Dr. DiTrolio has been the Chief Medical Officer of United States at ImmuDyne, Inc. since May 29, 2013 pursuant to a 2012 consulting agreement. Dr. DiTrolio serves as an advisor of OneMedPlace and as an advisor of Urovalve Inc. Dr. DiTrolio is recognized world-wide as an inventor, researcher and lecturer and is a Clinical Professor of Urology, UMDNJ. He is the holder of several patents and is Clinical Professor of Surgery, Division of Urology at New Jersey Medical School, and the recent Chairman of the Department of Urology for the St. Barnabas Medical Center Healthcare System. He is a graduate of the University of Richmond, University of Paris, Sorbonne and New Jersey Medical School. He is a Diplomate of the American Board of Urology and is well respected in the urology community for innovative techniques and product development.

Dr. Eleanor C. Mariano - Director

Dr. Mariano combines over 30 years of experience and executive leadership in the healthcare industry. In November 2005, Dr. Mariano founded the Center for Executive Medicine, a medical concierge practice which provides presidential-quality medical care to CEOs and their families. From July 2001 to October 2005, Dr. Mariano served a consultant in the Executive Health Program at the Mayo Clinic in Scottsdale, Arizona. In June 1992, Dr. Mariano was appointed White House Physician. In 1994, Dr. Mariano was named Director of the White House Medical Unit and was chosen by President William Clinton to serve as his personal physician. In total, Dr. Mariano served nine years at the White House where she was physician to three sitting American Presidents. In 1990, prior to her appointment as White House Physician, Dr. Mariano served as Division Head of General Internal Medicine in the Naval Hospital in San Diego. From 1986-1990, Dr. Mariano was assigned to the Naval Medical Clinic in Port Hueneme, California where she ran the Specialty Clinic and the clinic’s urgent care facility. From 1982-1984 Dr. Mariano served as General Medical Officer and Medical Department Division Head onboard the USS Prairie, a destroyer tender.

Roberto Simon - Director

Roberto Simon currently serves as Chief Financial Officer of WEX Inc. (“WEX”), a leading financial technology service provider. Mr. Simon joined WEX in February 2016. Previously, Mr. Simon served as the Executive Vice President and Chief Financial Officer of Revlon, Inc., a global cosmetics, personal and beauty care products company, from October 2014 until February 2016. Prior to that, he was the Revlon Senior Vice President, Global Finance from October 2013 to September 2014 and served as Revlon’s Global Business Process Owner, SAP, from February 2014 until September 2014. Prior to joining Revlon as a result of Revlon’s acquisition of The Colomer Group Participations, S.L. (“The Colomer Group”), a Spain-based salon and professional beauty business, Mr. Simon served in various senior finance positions of increasing responsibility at The Colomer Group since 2002, including most recently serving as The Colomer Group’s Chief Financial Officer from October 2011 to October 2014. Prior to that, he served as The Colomer Group’s Vice President of Finance for America and Africa from January 2008 until September 2011.

Board Determination of Independence

Rule 5605 of the Nasdaq Listing Rules requires a majority of a listed company’s board of directors to be composed of independent directors within one year of listing. In addition, the Nasdaq Listing Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the following conditions:Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Under Rule 5605(a)(2) of the Nasdaq Listing Rules, a director will only qualify as an “independent director” if, in the opinion of our Board of Directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries. In addition, in affirmatively determining the independence of any director who will serve on a company’s compensation committee, Rule 10C-1 under the Exchange Act requires that a company’s board of directors consider all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (1) the source of compensation of the director, including any consulting, advisory or other compensatory fee paid by such company to the director; and (2) whether the director is affiliated with the company or any of its subsidiaries or affiliates.

Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board of Directors has determined that each of our current directors, with the exception of Justin Schreiber, Stefan Galluppi and Happy Walters, is an “independent director” as defined under Rule 5605(a)(2) of the Nasdaq Listing Rules. Our Board of Directors also determined that Roberto Simon, John R. Strawn, Jr. and Bertrand Velge, who currently constitute our Audit Committee, and John R. Strawn, Jr., Bertrand Velge and Dr. Joseph V. DiTrolio, M.D., who constitute our Compensation Committee, satisfy the independence and other qualification standards for such committees established by the SEC and the Nasdaq Listing Rules, as applicable. In making such determinations, our Board of Directors considered the relationships that each such non-employee director has with our company and all other facts and circumstances our Board of Directors deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director.

Family Relationships

There are no family relationships among any of our directors or executive officers.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten (10) years:

Awards of Restricted Stock are subject toBoard Committees

The Board currently has the following conditionsstanding committees : the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee.

The following table identifies the independent and non-independent current Board and committee members:

Board and Committee Meetings

All of our committees were established on November 9, 2020 prior to listing on the NASDAQ Capital Market. During the year ended December 31, 2020, the Board had 1 meetings, the Audit Committee had 1 meetings, the Compensation Committee had no meetings, and the Nominating Committee had no  meetings.  

There were no directors (who were incumbent at the time), who attended fewer than 75 percent of the aggregate total number of Board meetings and meetings of the Board committees of which the director was a member during the applicable period.

With respect to our audit committee, compensation committee and a nominating and corporate governance committees, each has its own charter, which is available   on our website at www.lifemd.com.: Each of the Board committees has the composition and responsibilities described below.

Members will serve on these committees until their resignation or until otherwise determined by our Board of Directors.

Audit Committee

The Audit Committee oversees our accounting and financial reporting processes and oversee the audit of our consolidated financial statements and the effectiveness of our internal control over financial reporting. The specific functions of this Committee include, but are not limited to:

Upon a Termination Event (as defined in the 2020 Plan), the Company or its assigns shall have the right and option to repurchase from a Holder of Shares (as defined in the 2020 Plan) received pursuant to a Restricted Stock Award any Shares that are still subject to a risk of forfeiture as of the Termination Event (as defined in the 2020 Plan).

Purpose

The objective of the 2020 Plan is to encourage and enable the officers, employees, directors, consultants and other key persons of the Company and its subsidiaries, upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business, to acquire a proprietary interest in the Company.

Grants

The 2020 Plan permits the granting of incentive stock options, nonqualified stock options, stock awards, restricted stock units, stock appreciation rights (“SARs”) and other equity-based awards (collectively, “grants”). Although all employees and all of the employees of our subsidiaries are eligible to receive grants under our 2020 Plan, the grant to any particular employee is subject to the discretion of the Compensation Committee of the Board, comprised of not less than two directors (such body that administers the 2020 Plan, the “Committee”).

The maximum number of Shares reserved and available for issuance under the Plan shall be 1,500,000 Shares, subject to adjustment and the following sentence regarding the annual increase. The Share Reserve will automatically increase on January 1st of each year, for a period of not more than nine years, commencing on January 1, 2021 and ending on (and including) January 1, 2029, in an amount equal to 150,000 shares. Notwithstanding the foregoing, the Board may act prior to January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of shares of Stock than would otherwise occur pursuant to the preceding sentence. If a grant expires or terminates for any reason before it is fully vested or exercised, or if any grant is forfeited, we may again make the number of shares subject to that grant that the participant has not purchased or that has not vested subject to another grant under the 2020 Plan.

We have made and will make appropriate adjustments to outstanding grants and to the number or kind of shares subject to the 2020 Plan in the event of a stock split, reverse stock split, stock dividend, share combination or reclassification and certain other types of corporate transactions, including a merger or a sale of all or substantially all of our assets.

All grants will be determined by the Compensation Committee or a committee of the Board (the “Committee”) and at this time, no grants have been determined or awarded.

Administration

The Plan shall be administered by the Compensation Committee of the Board, comprised of not less than three directors or the Board of Directors in the absence of a Compensation Committee of the Board. All references herein to the “Committee” shall be deemed to refer to the group then responsible for administration of the Plan at the relevant time (i.e., either the Board of Directors or a committee or committees of the Board, as applicable).

The Committee shall have the authority and power:

Compensation Committee

Our Compensation Committee assists the board of directors in the discharge of its responsibilities relating to the compensation of the board of directors and our executive officers.

The Committee’s compensation-related responsibilities include, but are not limited to:

Nominating and Corporate Governance Committee

The purpose of the Nominating and Corporate Governance Committee is to recommend to the board nominees for election as directors and persons to be elected to fill any vacancies on the board, develop and recommend a set of corporate governance principles and oversee the performance of the board.

The Committee’s responsibilities include:

All decisionsThe Nominating and interpretations of the Committee shall be binding on all persons, including the Company and all Holders.

Grant Instruments

All grants will be subject to the terms and conditions set forth in our 2020 Plan and to such other terms and conditions consistent with our 2020 Plan as the Committee deems appropriate and as are specified in writing by the Committee to the individual in a grant instrument or an amendment to the grant instrument. All grants will be made conditional upon the acknowledgement of the grantee in writing or by acceptance of the grant, that all decisions and determinations of the Committee will be final and binding on the grantee, his or her beneficiaries and any other person having or claiming an interest under such grant.

Terms and Conditions of Grants

The grant instrument will state the number of shares subject to the grant and the other terms and conditions of the grant, consistent with the requirements of our 2020 Plan. The purchase price per share subject to an option (or the exercise price per share in the case of a SAR) must equal at least the fair market value of a share of the Common Stock on the date of grant. The exercise price per share for the Shares covered by a Stock Option shall be determined by the Committee at the time of grant but shall not be less than 100% of the Fair Market Value on the Grant Date. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the exercise price per share for the Shares covered by such Incentive Stock Option shall not be less than 110% of the Fair Market Value on the Grant Date.

Under the 2020 Plan, the term “Fair Market Value” of the Stock on any given date means the fair market value of the Stock determined in good faith by the Committee based on the reasonable application of a reasonable valuation method that is consistent with Section 409A of the Code. If the Stock is admitted to trade on a national securities exchange, the determination shall be made by reference to the closing price reported on such exchange. If there is no closing price for such date, the determination shall be made by reference to the last date preceding such date for which there is a closing price. If the date for which Fair Market Value is determined is the first day when trading prices for the Stock are reported on a national securities exchange, the Fair Market Value shall be the “Price to the Public” (or equivalent).

“Ten Percent Owner” means an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10 percent of the combined voting power of all classes of stock of the Company or any parent of the Company or any Subsidiary.

Transferability

Restricted Stock, Stock Options, SARs and, prior to exercise, the Shares issuable upon exercise of such Stock Option, shall not be transferable by the optionee otherwise than by will, or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the optionee’s lifetime, only by the optionee, or by the optionee’s legal representative or guardian in the event of the optionee’s incapacity. Notwithstanding the foregoing, the Committee, in its sole discretion, may provide in the Award Agreement regarding a given Stock Option or Restricted Stock award that the optionee may transfer by gift, without consideration for the transfer, his or her Non-Qualified Stock Options to his or her family members (as defined in Rule 701 of the Securities Act), to trusts for the benefit of such family members, or to partnerships in which such family members are the only partners (to the extent such trusts or partnerships are considered “family members” for purposes of Rule 701 of the Securities Act), provided that the transferee agrees in writing with the Company to be bound by all of the terms and conditions of this 2020 Plan and the applicable Award Agreement, including the execution of a stock power upon the issuance of Shares. Stock Options, SARs and the Shares issuable upon exercise of such Stock Options, shall be restricted as to any pledge, hypothecation, or other transfer, including any short position, any “put equivalent position” (as defined in the Exchange Act) or any “call equivalent position” (as defined in the Exchange Act) prior to exercise.

Amendment and Termination

The Board may, at any time, amend or discontinue the 2020 Plan and theCorporate Governance Committee may atdelegate any time, amendof its responsibilities to subcommittees as it deems appropriate. The Nominating and Corporate Governance Committee is authorized to retain independent legal and other advisors, and conduct or cancelauthorize investigations into any outstanding Award formatter within the purposescope of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the consent of the holder of the Award. The Committee may exercise its discretion to reduce the exercise price of outstanding Stock Options or effect repricing through cancellation of outstanding Stock Options and by granting such holders new Awards in replacement of the cancelled Stock Options. To the extent determined by the Committee to be required either by the Code to ensure that Incentive Stock Options granted under the 2020 Plan are qualified under Section 422 of the Code or otherwise, 2020 Plan amendments shall be subject to approval by the Company stockholders entitled to vote at a meeting of stockholders. The Board reserves the right to amend the 2020 Plan and/or the terms of any outstanding Stock Options to the extent reasonably necessary to comply with the requirements of the exemption pursuant to Rule 12h-1 of the Exchange Act.

Federal Income Tax Consequences

The following summary is intended only as a general guide as to the United States federal income tax consequences under current law of participation in our 2020 Plan and does not attempt to describe all possible federal or other tax consequences of such participation or tax consequences based on particular circumstances.

Stock option grants under the 2020 Plan are intended either to qualify as incentive stock options under Internal Revenue Code of 1986, as amended (“IRC”) §422 or to be non-qualified stock options governed by IRC §§ 83 and 423, depending on how same are granted. Generally, no federal income tax is payable by a participant upon the grant of an incentive stock option and no deduction is allowed to be taken by the Company. The grant of a non-qualified stock option does result in the recognition of taxable income when the option is granted. Under current tax laws, if a participant exercises a non-qualified stock option, he or she will have taxable income equal to the difference between the market price of the stock on the exercise date and the stock option grant price. The Company will be entitled to a corresponding deduction on its income tax return. A participant will have no taxable income upon exercising an incentive stock option if the shares received are held for the applicable holding period (except that alternative minimum tax may apply), and the Company will receive no deduction when an incentive stock option is exercised. The Company may be entitled to a deduction in the case of a disposition of shares acquired under an incentive stock option that occurs before the applicable holding period has been satisfied.

Restricted stock and restricted stock units are also governed by IRC §83. Generally, the award of such restricted rights do not give rise to taxable income so long as same are subject to a substantial risk of forfeiture (i.e., becomes vested or transferable). Restricted stock generally becomes taxable when it is no longer subject to a “substantial risk of forfeiture.” Restricted stock units become taxable when settled. When taxable to the participant, income tax is paid on the value of the stock or units at ordinary rates. The Company will generally be entitled to a corresponding deduction on its income tax return in the year of income recognition by the grantee. Any additional gain on shares received are then taxed at capital gains rates when the shares are sold.

The grant of a stock appreciation right will not result in income for the participant or in a tax deduction for the Company. Upon the settlement of such a right, the participant will recognize ordinary income equal to the aggregate value of the payment received, and the Company generally will be entitled to a tax deduction in the same amount.

The foregoing is only a summary of the effect of federal income taxation on the participant and the Company under the 2020 Plan. It does not purport to be complete and does not discuss the tax consequences arising in the context of a participant’s death or the income tax laws of any municipality, state or foreign country in which the participant’s income may be taxable.

Tax Withholding

Each grantee shall, no later than the date as of which the value of an Award or of any Shares or other amounts received thereunder first becomes includable in the gross income of the grantee for income tax purposes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld by the Company with respect to such income. The Company and any Subsidiary shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the grantee. The Company’s obligation to deliver stock certificates (or evidence of book entry) to any grantee is subject to and conditioned on any such tax withholding obligations being satisfied by the grantee.

The Company’s minimum required tax withholding obligation may be satisfied, in whole or in part, by the Company withholding from Shares to be issued pursuant to an Award a number of Shares having an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the minimum withholding amount due.

No Dissenters’ Rights

Under the Delaware Revised Statutes, the Stockholders are not entitled to dissenters’ rights with respect to the 2020 Plan, and the Company will not independently provide Stockholders with any such right.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE ADOPTION OF THE CONVERSION LABS, INC. 2020 EQUITY AND INCENTIVE PLAN.duties.

PROPOSAL NO. 2: RATIFICATION OF THE JANUARY 21, 2020 AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO AUTHORIZE THE CREATION OF BLANK CHECK PREFERRED STOCK, PAR VALUE $0.0001 PER SHARE, THE SUBSEQUENT FILING OF THE AUGUST 27, 2020 FILING OF THE CERTIFICATE OF DESIGNATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK, AND THE SUBSEQUENT AUGUST 31, 2020 ISSUANCE OF 3,500 SHARES OF SERIES B PREFERRED STOCKBoard Diversity

While we do not have a formal policy on diversity, our Board considers diversity to include the skill set, background, reputation, type and length of business experience of our Board members as well as a particular nominee’s contributions to that mix. Our Board believes that diversity promotes a variety of ideas, judgments and considerations to the benefit of our Company and stockholders. Although there are many other factors, the Board primarily focuses on public company board experience, knowledge of the healthcare and teleheath industry, or background in finance or technology, and experience operating growing businesses.

Code of Ethics

Our Board has determinedadopted a Code of Ethics that it is inapplies to all of our employees, including our Executive Chairman, Chief Executive Officer, and Chief Financial Officer. Although not required, the best interestsCode of the Company and our stockholders to ratify, pursuant to Section 204 of the DGCL, the filing and effectiveness of an amendmentEthics also applies to our Certificatedirectors. The Code of Incorporation authorizing five million (5,000,000) sharesEthics provides written standards that we believe are reasonably designed to deter wrongdoing and promote honest and ethical conduct, including the ethical handling of blank check Preferred Stock (andactual or apparent conflicts of interest between personal and professional relationships, full, fair, accurate, timely and understandable disclosure and compliance with laws, rules and regulations, including insider trading, corporate opportunities and whistleblowing or the subsequent filingprompt reporting of the Certificateillegal or unethical behavior. We will provide a copy of Designations for the Series B Preferred Stock and subsequent issuanceour Code of shares of Series B Preferred Stock). That amendment was filed with the Delaware Secretary of State on January 21, 2020. For the reasons set forthEthics, without charge, upon request in the Proxy Statement for our January 2020 special meeting, and for the reasons set forth herein, our Board has determined that it is advisable and in the best interests of the stockholderswriting to ratify the amendment authorizing blank check Preferred Stock (and the subsequent filing of the Certificate of Designations for the Series B Preferred Stock and subsequent issuance of shares of Series B Preferred Stock) such that the Board’s authority to issue Preferred Stock will be effective retroactive to January 21, 2020. The filing of the Certificate of Designations for the Series B Preferred Stock and the subsequent issuance of shares of Series B Preferred Stock, will be effective retroactive to, respectively, August 27, 2020 and August 31, 2020.LifeMD, Inc. at 800 Third Avenue, Suite 2800, New York, NY 10022, Attention: General Counsel.

BackgroundDelinquent Section 16(a) Reports

AtSection 16(a) of the January 10, 2020 special meetingExchange Act requires the Company’s directors, executive officers, and persons who own more than 10% of the Company’s stockholders (the “January 2020 Special Meeting”), stockholders approved a proposalCommon Stock to adopt an amendment to the Company’s Certificatefile initial reports of Incorporation to createownership and authorize five million (5,000,000) shares of blank check Preferred Stock, par value $0.0001 per share (the “Blank Check Preferred”),changes in one or more series as solely determined by our Board, and to have the voting powers, preferences and relative participation, optional and special rights and qualifications, limitations and restrictions thereof as solely determined by our Board. Following stockholder approval at the January 2020 Special Meeting, the Company amended the Certificate of Incorporation, filing an Amendment to the Company’s Certificate of Incorporation on January 21, 2020 with the Delaware Secretary of State (the “Blank Check Preferred Amendment”). The Blank Check Preferred Amendment was filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on January 24, 2020.

On August 27, 2020, the Company filed with the Delaware Secretary of State the Certificate of Designations of the Series B Convertible Preferred Stock, which established 5,000 sharesownership of the Company’s Series B PreferredCommon Stock having such designations, rightswith the SEC. These individuals are required by the regulations of the SEC to furnish us with copies of all Section 16(a) forms they file.

Based solely upon a review of Forms 3 and preferences as set forth therein (the “Series B Designations”). The Series B Designations was filed as Exhibit 3.14 and amendments thereto furnished to the Company’s Current ReportCompany during the fiscal year ended December 31, 2020, including those reports that we have filed on Form 8-K filedbehalf of our directors and Section 16 officers, no director, Section 16 officer, beneficial owner of more than 10% of the outstanding common stock of the company, or any other person subject to Section 16 of the Exchange Act, failed to file with the SEC on August 31, 2020.

On Augusta timely basis during the fiscal year ended December 31, 2020, the Company issued 3,500 units (the “Units”)except that, (i) Mr. Nicholas Alvarez did not timely file a Form 3 for acquiring 80,000 options to purchase shares of securities, atcommon stock which occurred on January 20, 2020 and a Form 4 for acquiring 40,000 options to purchase priceshares of $1,000 per Unit, each consistingcommon stock which occurred on December 8, 2020; (ii) Mr. Eric Yecies did not timely file a Form 3 for acquiring 200,000 options to purchase shares of (i) one sharecommon stock which occurred on November 20, 2020; (iii) Dr. Eleanor Mariano did not timely file a Form 3 for acquiring 20,000 shares of Series B Convertible Preferred Stock of the Company, par value $0.0001 per share (the “Series B Preferred Stock”), and (ii)common stock which occurred on October 21, 2020; (iv) Mr. Justin Schreiber did not timely file a Form 4 for acquiring a warrant to purchase 40022,000 shares of common stock par value $0.01 per share (eachwhich occurred on March 2, 2020, and a “Warrant”Schedule 13D/A for an increase of more than 1% in the percentage of shares of common stock held by Mr. Schreiber; and collectively, the “Warrants”).

After consultation with outside counsel, the Board has determined that the Blank Check Preferred Amendment was(v) Mr. Stefan Galluppi did not adopted by the requisite vote of stockholders at the January 2020 Special Meeting in accordance with Section 242timely file a Schedule 13D for acquiring more than 5% of the DGCL. As a result, the filing and effectivenessshares common stock of the Blank Check Preferred Amendment constituted a “defective corporate act” (as defined in Section 204(h) of the DGCL) due toCompany. All such potential “failure of authorization” (as defined in Section 204(h) of the DGCL) arising out of the adoption of the Blank Check Preferred Amendment by stockholders. Wefilings have also determined, after consultation with outside counsel, in light of the ratification needed for the Blank Check Preferred Amendment, there is uncertainty whether the filing of the Series B Designations and the issuance of the 3,500 shares of Series B Preferred Stock constitute defective corporate acts that the approval and ratification of these actions by our Board and stockholders is the most appropriate solution to avoid any uncertainty for the holders of the Series B Preferred Stock, the Company, and our stockholders.been subsequently made.

TheCommunication with our Board has determined that it is advisable and in the best interests of

Although the Company and its stockholders to ratify the Blank Check Preferred Amendment and its filing and effectiveness, the filing and effectiveness of the Series B Designations, and the issuance of the Series B Preferred Stock (collectively, the “Series B Actions”), and, in connection therewith, to approve the filing of certificates of validation in the form prescribed by Section 204 of the DGCL. Thus, on October 8, 2020,does not have a formal policy regarding communications with the Board, approved resolutions ratifying such acts andstockholders may communicate with the filing and effectiveness of the Blank Check Preferred Amendment and the Series B Designations under Section 204 of the DGCL. A copy of the resolutionsBoard by writing to us at LifeMd, Inc., 800 Third Avenue, Suite 2800, New York, NY 10022, Attention: General Counsel. Shareholders who would like their submission directed to a member of the Board ratifyingmay so specify, and the Series B Actions and authorizing related matters is attached to this Proxy Statementcommunication will be forwarded, as Annex B.appropriate.

Involvement in Certain Legal Proceedings.

PursuantTo the best of our knowledge, none of our directors or executive officers has, during the past ten years:

Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to DGCL Section 204,be disclosed pursuant to the Board’s ratification of eachrules and regulations of the Blank Check Preferred Amendment and its filing and effectiveness, the filing and effectiveness of the Series B Designations, and the issuance of the Series B Preferred Stock is subject to the approval of the stockholders of the Company. The approval of Proposal 2 requires the affirmative vote of the holders of a majority of the total voting power of the issued and outstanding Common Stock, or 10,249,352 shares, entitled to vote at the meeting. Abstentions and broker non-votes will count as votes against Proposal 2.Commission.

Reasons For, and General Effect on the Rights of Existing Shareholders of the Amendment to the Company’s Certificate of Incorporation to Ratify the Creation of the Blank Check Preferred StockEXECUTIVE OFFICERS

The effectfollowing table sets forth information regarding our executive officers:

In addition to the biographical information for Justin Schreiber and Stefan Galluppi, which is set forth above under “Board of the ratificationDirectors-Members of the Blank Check Preferred Amendment would be to grant theOur Board of Directors,” set forth below is certain biographical information about our other executive officers. Our executive officers are elected by, and serve at the authority to issue sharesdiscretion of, preferred stock in one or more series, with such rights, preferences and designations, as it deems necessary or advisable without any additional action by the Company’s stockholders, unless otherwise required by law or by the rules and policies of NASDAQ or any other quotation system or exchange upon which the shares of Common Stock of the Company are listed and trade. With regard to such proposed Blank Check Preferred, theour Board of Directors’ authority to determine the terms of any such shares of preferred stock would include, but not be limited to: (i) the designation of each class or series and the number of shares that will constitute each such class or series; (ii) the dividend rate for each class or series; (iii) the price at which, and the terms and conditions on which, the shares of each class or series may be redeemed, if such shares are redeemable; (iv) the terms and conditions, if any, upon which shares of each class or series may be converted into shares of other classes or series of shares of the Company, or other securities; and (v) the voting rights for each class or series. Shares of preferred stock that are issued by the Company and subsequently redeemed or converted into another security of the Company would be available to be reissued by the Company, and the Board of Directors may set the terms of the reissued shares as they deem appropriate, in the same manner, and subject to the same limitations, as the authorized preferred shares permit.

The Board of Directors believes that the creation of the Blank Check Preferred will provide the flexibility to take advantage of opportunities as they arise and will improve the Company’s ability to attract investment capital as various series of preferred stock may be customized to meet the needs or any particular transactions or market conditions.Directors.

Certain Disadvantages of the Blank Check Preferred StockMarc Benathen - Chief Financial Officer

IfMarc Benathen combines over 18 years of experience in financial, operational and consumer products/services senior management. Previously, he had been involved in 6 companies in the creationconsumer, technology and media industries holding positions including Chief Financial Officer, Vice President and Director. From 2017 through January 2021, Mr. Benathen was the Chief Financial Officer for Blink Holdings, Inc. (dba Blink Fitness), a national fitness company. From 2014 to 2017, he was Vice President of Finance for Blink Fitness. From December 2010 to January 2014, he was Senior Manager of Corporate Finance of ANN, Inc., a NYSE-listed retail company that focused on women’s fashion. Mr. Benathen is also currently a director of Baruch College Alumni Association and past Trustee of the Blank Check Preferred is ratified, the availabilityBaruch College Fund, a charitable and alumni arm of undesignated Blank Check Preferred may have certain negative effects on the rights of holders of the Common Stock. The actual effect of the issuance of any shares of preferred stock upon the rights of holders of Common Stock cannot be stated until the Board of Directors determines the specific rights of the holders of such preferred stock. The proposed amendment will permit the Board of Directors, without future stockholder approval, to issue preferred stockBaruch College. He has an undergraduate degree from Baruch College with dividend, liquidation, conversion, voting or other rights, which are superior to and could adversely affect the voting power or other rights of the holders of our Common Stock. Specifically, the Board will be in a position to issue securities which would grant to the holders thereof, preferences or priorities over the holders of Common Stock with respect to, among other things, liquidation, dividends and voting. This could result in holders of Common Stock receiving less in the event of a liquidation, dissolution or other winding up of the Company, reduce the amount of funds, if any, available for dividends on Common Stock, and dilute the voting power of the holders of our Common Stock.

Shares of preferred stock that are issued by the Company and subsequently redeemed or converted into another security of the Company would be available to be reissued by the Company and the Board of Directors may set the terms of the reissued shares as they deem appropriate, in the same manner, and subject to the same limitations, as the authorized preferred shares permit.Honors.

Principal Effects of the Blank Check Preferred StockBrad Roberts - Chief Operating Officer

If our stockholders ratifyBrad Roberts combines over 16 years of executive senior level experience founding and operating direct-to-consumer, FinTech and healthcare companies. Currently, he is a principal at Circadian Funding, LLC, founded in 2018. From 2012 to 2018 Brad was the creationChief Operations Officer for Utility Partners of America LLC., a leading provider of project and operational management services for U.S. utilities. From 2010 to 2012, he was Chief Operations Officer for Claims Recovery Group, LLC, a provider of specialized professional audit expertise. From 2008 to 2010 he was the Blank Check Preferred, the Blank Check Preferred will enable the Company to utilize such shares for general corporate purposes, including, without limitation, capital raising, mergerPresident of Ashton Benefits, LLC, a leading employee benefits company. He has an undergraduate degree from Richard Stockton University and acquisition opportunities, the issuanceattended graduate school at NYU Stern School of stock dividends or stock splits, and other general corporate purposes. The ratification of the Blank Check Preferred, in and of itself, will not affect any stockholder’s percentage ownership interests in our company. We will continue to be subject to the periodic reporting requirements of the Exchange Act, as amended.

Business.

Anti-Takeover EffectsSean Fitzpatrick – President of LegalSimpli Software

Release No. 34-15230Mr. Fitzpatrick is currently the President of LegalSimpli Software LLC (“LSS”), a majority owned subsidiary of the staffConversion Labs PR. Mr. Fitzpatrick combines over 10 years of experience in marketing with a strategic approach to margin optimization following a career in bankruptcy law. Previously, he had been involved in ten companies holding positions including Head of Customer Acquisition and Senior Director of Marketing and adviser to SEO Radar. From 2014 through 2018, Mr. Fitzpatrick was the Head of Customer Acquisition for BOLD PR LLC, an online technology company in the competitive career space. From 2008 to 20018, he was a consultant of multiple companies including Reply! Inc., YouCaring LLC (now part of GoFundMe) and Jolly Technology Inc. Mr. Fitzpatrick has an undergraduate degree from University of California, Santa Cruz, a Juris Doctor from Santa Clara University, School of Law, and is an active member of the SEC requires disclosure and discussion of the effects of any proposal that may be used as an anti-takeover device. The Blank Check Preferred could be used, under certain circumstances, as a method of discouraging, delaying or preventing a changeCalifornia Bar Association in control of the Company. For example, the Board of Directors could designate and issue a series of preferred stock in an amount that sufficiently increases the number of outstanding shares to overcome a vote by the holders of the Common Stock or with rights and preferences that include special voting rights to veto a change in control. The effect of such provisions could delay or frustrate a merger, tender offer or proxy contest, the removal of incumbent directors, or the assumption of control by stockholders. Please note that the creation of the Blank Check Preferred has not been proposed by the Board of Director for an anti-takeover related purpose and the Board of Directors has no knowledge of any current efforts to obtain control of the Company or to effect large accumulations of our voting stock.good standing.

No Appraisal Rights

No appraisal rights are available under the General Corporation Law of the State of Delaware or under our Certificate of Incorporation, as amended, or our Amended and Restated bylaws with respect to the creation of the Blank Check Preferred.

The Series B Convertible Preferred Stock

The shares of Series B Preferred Stock have a stated value of $1,000 per share (the “Series B Stated Value”) and are convertible into Common Stock at the election of the holder of the Series B Preferred Stock, at a price of $3.25 per share, subject to adjustment (the “Conversion Price”). Each holder of Series B Preferred Stock shall be entitled to receive, with respect to each share of Series B Preferred Stock then outstanding and held by such holder, dividends at the rate of thirteen percent (13%) per annum (the “Preferred Dividends”).

The Preferred Dividends shall accrue and be cumulative from and after the date of issuance of any share of Series B Preferred Stock on a daily basis computed on the basis of a 365-day year and compounded quarterly. The Preferred Dividends are payable only when, as, and if declared by the Board of Directors of the Company (the “Board”) and the Company has no obligation to pay such Preferred Dividends; provided, however, if the Board determines to pay any Preferred Dividends, the Company shall pay such dividends in kind in a number of additional shares of Series B Preferred Stock (the “PIK Shares”) equal to the quotient of (i) the aggregate amount of the Preferred Dividends being paid by the Company in respect of the shares of Series B Preferred Stock held by such holder, divided by (ii) the Series B Issue Price (as defined in the Series B Designations); provided, further, that, at the election of the purchasers holding a majority of the shares of Series B Preferred Stock then outstanding, in their sole discretion, such Preferred Dividends shall be paid in cash or a combination of cash and PIK Shares. Notwithstanding the foregoing, the Preferred Dividends may be paid in cash at the election of the Company if, and only if, (A) the purchasers holding a majority of the shares of Series B Preferred Stock then outstanding consent in writing to the payment of any specific dividend in cash, or (B) at any time following the twenty-four (24) month anniversary of the Closing, (i) the prevailing VWAP of the Common Stock over the trailing ninety (90)-day period is equal to or greater than $15.00 per share (subject to adjustments for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, reverse stock splits or other similar events), and (ii) the average trading volume of the Common Stock over the trailing ninety (90)-day period is equal to or greater than 200,000 shares of Common Stock per day, or (C) at any time following the thirty-six (36) month anniversary of the Closing.

The holders of Series B Preferred Stock rank senior to the Common Stock with respect to payment of dividends and rights upon liquidation and will vote together with the holders of the Common Stock on an as-converted basis, subject to beneficial ownership limitations, on each matter submitted to a vote of holders of Common Stock (whether at a meeting of shareholders or by written consent). In addition, as further described in the Series B Designations, if at least 30% of the number of shares of Series B Preferred Stock sold at the closing are outstanding, the Company will not take certain corporate actions without the affirmative vote at a meeting (or the written consent with or without a meeting) of the purchasers holding a majority of the shares of Series B Preferred Stock then outstanding.

If at any time following the twelve (12)-month anniversary of the Closing (A) the prevailing VWAP (as defined in the Series B Designations) of the Common Stock over the trailing ninety (90)-day period is equal to or greater than $15.00 per share (subject to adjustments for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, reverse stock splits or other similar events), and (B) the average trading volume of the Common Stock over the trailing ninety (90)-day period is equal to or greater than 200,000 shares of Common Stock per day, the Company shall have the right, but not the obligation, in its sole discretion, to elect to convert all, but not less than all, of the then-outstanding shares of Series B Preferred Stock into Common Stock by delivering written notice of such election (the “Forced Conversion Notice”) to the holders of the Series B Preferred Stock within ten (10) Business Days following the satisfaction of the criteria of clauses (A) and (B) above (a “Forced Conversion”). On the Forced Conversion Date (as defined in the Series B Designations), each share of Series B Preferred Stock shall be converted into the number of fully paid and non-assessable shares of Common Stock equal to the quotient of: (x) the sum of (1) the Series B Issue Price, plus (2) any accrued but unpaid dividends on such share of Series B Preferred Stock as of immediately prior to the conversion thereof, including the Preferred Dividends, divided by (y) the Conversion Price of such share of Series B Preferred Stock in effect at the time of conversion. The Forced Conversion Notice shall state (i) the number of shares of Series B Preferred Stock held by such Holder that are proposed to be converted, and (ii) the date on which such Forced Conversion shall occur, which date shall be the thirtieth (30^th) day following the date such Forced Conversion Notice is deemed given (a “Forced Conversion Date”).

In the event of a Forced Conversion, a holder may elect, in its sole discretion and in lieu of the Forced Conversion, to have each then-outstanding share of Series B Preferred Stock held by such holder be redeemed by the Company (a “Forced Conversion Redemption”) by delivering written notice to the Company (a “Forced Conversion Redemption Notice” and the date such Holder delivers such notice to the Corporation, a “Forced Conversion Redemption Notice Date”) prior to the Forced Conversion Date, which notice shall state (A) the number of shares of Series B Preferred Stock that are to be redeemed, (B) the date on which such Forced Conversion Redemption shall occur, which date shall be the tenth (10th) Business Day following the applicable Forced Conversion Redemption Notice Date (the “Forced Conversion Redemption Date”) and (C) the wire instructions for the payment of the applicable amount owed to such holder. Each share of Series B Preferred Stock that is the subject of a Forced Conversion Redemption shall be redeemed by the Company in cash at a price per share equal to the sum of (1) the Series B Issue Price, plus (2) any accrued but unpaid dividends on such share of Series B Preferred Stock, including the Preferred Dividends (the “Per Share Forced Conversion Redemption Price”).

At any time (A) after December 31, 2020, if a sufficient number of shares of Common Stock are not available to effect the conversion of the Series B Preferred Stock outstanding into Common Stock and the exercise of the Warrants, or (B) after the three (3) year anniversary of the closing, each holder shall have the right, in its sole and absolute discretion (in addition to and not to the exclusion of any remedy such holder may have at law or in equity), to require that the Company redeem (an “Optional Redemption”), to the fullest extent permitted by law and out of funds lawfully available therefor, all or any portion of such holder’s Series B Preferred Stock then outstanding by delivering written notice thereof; provided, however, that right of the holders to cause an Optional Redemption under clause (B) above shall expire at such time as (i) the Company’s Common Stock is listed for trading on a National Securities Exchange (as defined in the Series B Designations) and (ii) the VWAP of the Common Stock over any ninety (90)-day period is equal to or greater than $10.00 per share, subject to adjustment.

The Issuance of the UnitsNicholas Alvarez – Chief Acquisition Officer

On August 28,January 20, 2020, Mr. Alvarez was appointed as Chief Acquisition Officer. Mr. Alvarez, age 27, is an accomplished executive in the digital marketing space. He is responsible for overseeing the Company’s customer acquisition efforts including media buying and advertising strategy across all brands, excluding PDFSimpli. Prior to his work for the Company, entered intohe worked at agencies Cheviot Capital and Internet Brands, managing over $100 million in paid media budgets. From 2015-2016 he was a securities purchase agreement (the “Purchase Agreement”) with PA001 Holdings, LLCdigital marketing specialist for Internet Brands and worked on sites such as Lawyers.com, Carsdirect.com, among others. From 2016-2018 he worked as a Delaware limited liability company (the “Investor”), whereby,Head Media Buyer at the closing, the Investor has agreed to purchase the UnitsCheviot Capital, and from the Company, at a purchase price of $1,000 per Unit, each consisting of (i) one share of Series B Convertible Preferred Stock, and (ii) a Warrant to purchase 400 shares of common stock. The aggregate purchase price for the Units was $3,500,000, of which (i) $2,892,500 was paid in cash at the closing of the transaction and (ii) $607,500, paid by the conversion of the outstanding principal and interest due and owing2018 to the Investor pursuant to that certain Secured Convertible Promissory Note (the “Note”) issued by the Company in favorpresent has served as Head of the Investor as previously reported on the Company’s Current Report on Form 8-K on July 28, 2020. The Purchase Agreement provides that the Investor may not sell, transfer or otherwise dispose of the Series B Preferred Stock or Warrants (or the shares of Common Stock issuable thereunder) for a period of one year following the closing. The Company used the proceedsCustomer Acquisition at LifeMd. He has an undergraduate degree from the Purchase Agreement for general working capital purposes.

Dilutive Effect of the Issuance of the Units

As a result of the Issuance of the Units, the Investor received 3,500 shares of Series B Preferred Stock which are immediately convertible into, in the aggregate, 1,076,923 votes ($3,500,000 of Series B Preferred divided by the current conversion price of $3.25). Each of the 3,500 Series B Preferred shares equals approximately 307.692 votes on an as-converted basis, subject to adjustment for additional issuances pursuant to the issuance of preferred stock dividends as well stock splits. In addition, the Investor received Warrants to purchase an aggregate of 1,400,000 shares of the Company’s Common Stock.

If this proposal is approved, the percentage ownership of the Company held by current shareholders could decline as a result of the issuance of the Units. This also means that current shareholders would therefore have less ability to influence significant corporate decisions requiring shareholder approval following the issuance of the Units or the Series B Preferred Stock is subsequently converted and the Warrants are subsequently exercised into shares of Common Stock than they would have if the issuance of the Units by virtue of the ratification of the Blank Check Preferred Amendment is not approved. The issuance of the Units or the conversion of the Series B Preferred Stock and the exercise of the Warrants into shares of Common Stock could also have a dilutive effect on book value per share and any future earnings per share as well as cause prevailing market prices for our Common Stock to decline.

Because the timing and conversion of Series B Preferred Stock and exercise of the Warrants is uncertain, the exact magnitude of the dilutive effect of the issuance of the Units cannot be conclusively determined. However, the dilutive effect may be material to current shareholders of the Company.

Voting of the Series B Preferred Stock

As a result of the issuance of the Series B Convertible Preferred Stock, each one share of Series B Convertible Preferred Stock will be entitled to approximately 307.692 votes (based on each one share of Series B Convertible Preferred Stock being convertible into approximately 307.692 shares of Common Stock). The holders of the 3,500 shares of Series B Preferred Stock are entitled to an aggregate of 1,076,923 votes (each of the 3,500 Series B Preferred shares equals approximately 307.692 votes on an as-converted basis), subject to adjustment for additional issuances pursuant to the issuance of preferred stock dividends as well stock splits. Additionally, as of December 3, 2020, more than 30% of the shares of Series B Preferred Stock sold at the August 2020 closing remain outstanding, so the Company, without the affirmative vote of the holders of a majority of such stock, will not take certain corporate actions without the affirmative vote at a meeting (or the written consent with or without a meeting) of the Investor holding a majority of the shares of Series B Preferred Stock then outstanding.

Loyola Marymount University.

Filing of Certificates of Validation

If Proposal 2 is approved by our stockholders, we will file certificates of validation with respect to the Blank Check Preferred AmendmentEric Yecies - Chief Compliance Officer and the Series B Designations (the “Certificates of Validation”). The filing date of the Certificates of Validation with the Delaware Secretary of State will be the “validation effective time” (as defined in Section 204(h) of the DGCL) with respect to the ratification of the Blank Check Preferred Amendment and its filing and effectiveness and the filing and effectiveness of the Series B Designations. The “validation effective time” with regard to the issuance of the Series B Preferred Stock will be the date of the Special Meeting. A copy of the form of the Certificates of Validation is attached to this Proxy Statement as Annex C.General Counsel

Retroactive RatificationMr. Yecies combines over 16 years of experience practicing law in the Series B Actions

Subjectlife sciences space. Previously, he had been involved in three law firms in the legal industry, holding positions including, Associate, Senior Associate, Senior Counsel, and Partner. From 2013 to 2020, Mr. Yecies was a Senior Counsel and then Partner in the 120-day period for bringing claims discussed below, whenIntellectual Property Group of Holland & Knight, a global law firm. From 2008 to 2013, he was a Senior Associate in the CertificatesPatent Litigation Group of Validation becomes effectiveGoodwin Procter LLP, a global law firm. From 2004 to 2008, he was an Associate in accordance with the DGCL, it should eliminate any possible uncertainty as to whetherFish and Neave Intellectual Property Group of Ropes & Gray LLP, a global law firm. He has an undergraduate degree and master’s degree in biology (molecular concentrations) from the Blank Check Preferred AmendmentUniversity of Pennsylvania and its filing and effectiveness and the filing and effectivenessa JD from New York University School of the Series B Designations are void or voidable as a result of the potential failure of authorization described above, and the effect of the ratification will be retroactive to the filing, respectively, of the Blank Check Preferred Amendment with the Delaware Secretary of State on January 21, 2020 and the filing of the Series B Designations with the Delaware Secretary of State on August 27, 2020.

Subject to the 120-day period for bringing claims discussed below, the stockholders’ approval at the Special Meeting should eliminate any possible uncertainty as to whether the issuance of the Series B Preferred Stock is void or voidable as a result of the potential failure of authorization described above, and the effect of the ratification will be retroactive to the August 31, 2020 issuance date.Law.

Time Limitations on Legal Challenges to the Ratification of the Series B Actions

If the ratification of the Series B Actions becomes effective, under the DGCL, any claim that (i) the Series B Actions are void or voidable due to a failure of authorization, or (ii) the Delaware Court of Chancery should declare in its discretion that the Series B Actions not be effective or be effective only on certain conditions, must be brought within 120 days from the filing date of the Certificates of Validation with respect to the Blank Check Preferred Amendment and the Series B Designations with the Delaware Secretary of State and within 120 days of the Special Meeting with respect to the issuance of the Series B Preferred Stock. If Proposal 2 is approved, we intend to file the Certificates of Validation promptly after the final adjournment of the Meeting.

The Consequences if Proposal 2 to the Series B Actions is Not Approved by Our Stockholders

If Proposal 2 is not approved by the requisite vote of our stockholders, the Series B Actions will not have been validly authorized. In that case, we intend to file certificates of correction with the Delaware Secretary of State to reflect that the Blank Check Preferred Amendment and the Series B Designations had been erroneously filed and that the Blank Check Preferred Amendment and the Series B Designations are not in full force and effect. In that case, we may be required to issue different securities to the purchasers of the Units or to return the purchase price to those purchasers.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE JANUARY 21, 2020 AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO AUTHORIZE THE CREATION OF BLANK CHECK PREFERRED STOCK, PAR VALUE $0.0001 PER SHARE, THE SUBSEQUENT FILING OF THE AUGUST 27, 2020 FILING OF THE CERTIFICATE OF DESIGNATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK, AND THE SUBSEQUENT AUGUST 31, 2020 ISSUANCE OF 3,500 SHARES OF SERIES B PREFERRED STOCK.

PROPOSAL NO. 3: APPROVAL OF THE ADJOURNMENT OF THE SPECIAL MEETING TO SOLICIT ADDITIONAL PROXIESBryant Hussey- Chief Digital Officer

AdjournmentBryant Hussey combines over 20 years senior and executive level management with both direct-to-consumer and traditional e-commerce companies. From 2018 to 2020, he was the Chief Digital Officer for AVS Products, LLC., a direct response nutraceutical company acting as Playboy’s global licensee for sexual wellness supplements. From 2009 to 2018 he was the Vice President of the Special MeetingMarketing for Atlantic Coast Brands, an omni-channel international beauty company which has serviced over 10 million customers. Bryant’s undergraduate studies were in Economics at St. Peters University and he also attended New York University completing professional studies programs in Integrated Marketing.

Dr. Anthony Puopolo - Chief Medical Officer

Dr. Puopolo combines over 20 years of experience in medicine and wellness. In 2018 he founded Alpha Medical Group, where he serves as president to present. From September 2019 to December 2020, he served as a staff physician at Teledoc. From July 2017 to December 2020, he served as a regional medical director at Swift MD. In January 2014 he founded the event that the number of shares of Common Stock present in person or represented by proxyIntegrative Wellness Medical Group, where he remained until May 2017. From August 2010 to May 2017, he served as a partner staff physician at Sharp-Rees Stealy Medical Group (“Sharp-Rees”). From September 2008 to July 2010, he served as afloat physician at Sharp-Rees. From September 2005 to August 2008, he served at the Special Meeting and voting “FOR” the adoption of eachmental health clinic of the proposals specified121st General Hospital in the NoticeSouth Korea, first as a chief of Special Meeting is insufficient to adopt every or any proposal, we may move to adjourn the Special Meeting in order to enable the Board to solicit additional proxies in favoroutpatient and medical director of the adoptionalcohol treatment center, then as chief of the proposals specified in the Notice of Special Meeting. In that event, we will ask stockholders to vote only upon the adjournment proposal and not on any other proposal discussed in this proxy statement. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to voteinpatient at the meeting.psychiatric ward. From September 2004 to August 2005, he served as a staff physician and chief of outpatient at the mental health clinic at the U.S. military base of Camp Casey in South Korea. He has an undergraduate degree from Tufts University and a Medical Degree from Boston University School of Medicine.

Vote Required and Board RecommendationCorey Deutsch - Chief Business Officer

IfCorey Deutsch has over 5 years of experience in various healthcare finance roles. In May 2020, Corey Deutsch founded a quorumlong only hedge fund focused exclusively on the healthcare end-market. From June 2019 through June 2020, Mr. Deutsch served as an investment professional at Amulet Capital Partners, a healthcare focused private equity firm. From November 2018 to June 2019, Mr. Deutsch was an investment professional for Arsenal Capital Partners, a middle-market healthcare private equity firm. From June 2016 to November 2018, Mr. Deutsch was an investment banker at MTS Health Partners, a boutique investment bank focused on the healthcare sector. Mr. Deutsch is present, approvalalso currently an advisor for Heat Biologics, an oncology focused pharmaceutical Company. He received his undergraduate degree from the University of the proposal to adjourn the Special Meeting toPennsylvania, graduating Summa Cum Laude with a later date requires the affirmative vote of the holders of a majority of the votes castB.A. in person or by proxy at the Special Meeting.

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE PROPOSAL TO ADJOURN THE SPECIAL MEETING TO SOLICIT ADDITIONAL PROXIES, IF THERE ARE INSUFFICIENT PROXIES AT THE SPECIAL MEETING TO APPROVE EACH OR ANY OF THE PROPOSALS SPECIFIED IN THE NOTICE OF SPECIAL MEETINGeconomics.

EXECUTIVE COMPENSATION

SummaryExecutive Compensation Table

The following summary compensation table indicates the cash and non-cash compensation earned from the Company during the years ended December 31, 20192020 and 20182019 by the current and former executive officers of the Company and each of the other two highest paid executives or directors, if any, whose total compensation exceeded $100,000 during those periods.