Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 8, 2021, Happy Walters resigned from the board of directors (the
"Board") of LifeMD, Inc. (the "Company").
On September 8, 2021, the Company appointed Naveen Bhatia as a member of the
Mr. Bhatia is a private investor. From 2013 to 2020, he was a Senior Director in
the Tactical Opportunities Group of Blackstone, a leading global investment
business specializing in alternative asset classes. Before joining Blackstone,
Mr. Bhatia was a Managing Director at 40 North Industries LLC, a private
investment firm where he focused on special situations equity and debt
investments, both public and private. Prior to 40 North, he was a Principal at a
family office in New York. From 2003 to 2008, Mr. Bhatia was a Co-Founder and
Partner of Eagle Lake Capital LLC, a private investment partnership focused on
fundamental, value investing across the capital structure. He started his career
as a member of the Restructuring Group at Rothschild.
Mr. Bhatia received a BA in Public Health from The Johns Hopkins University. He
has served as a director of various public and private companies, currently
serving as a member of the Board of Directors of private companies Blue Yonder,
EquipmentShare, RG Barry, and CRG Financial. From 2010-2019, Mr. Bhatia served
as Chairman of the Board of Cotton Holdings, a leading, global infrastructure
support services company. He was also an Adjunct Professor at Columbia Business
School and taught Applied Security Analysis I & II for eight years.
The Board believes that Mr. Bhatia's experience in investment and financial
leadership roles make him ideally qualified to help lead the Company towards
continued growth and success.
Related Party Transactions
There are no related party transactions with regard to Mr. Bhatia reportable
under Item 404(a) of Regulation S-K.
In connection Mr. Bhatia's appointment to the Board, the Company and Mr. Bhatia
entered into a director agreement (the "Director Agreement"), whereby, as
compensation for his services as a member of the Board, Mr. Bhatia shall receive
a one-time grant of eight thousand (8,000) restricted stock units of the
Company, vesting quarterly beginning on September 30, 2021, pursuant to the
Company's Employee Stock Option Plan.
On September 8, 2021, the Company and Mr. Bhatia also entered into a consulting
agreement (the "Consulting Agreement"), whereby Mr. Bhatia will assist the
Company with its capital markets strategy, business development initiatives and
growth strategy for a term of one year. Pursuant to the Consulting Agreement,
Mr. Bhatia will receive a stock option to purchase 100,000 shares of the
Company's common stock, par value $0.01 per share, with an exercise price of
$7.07 per share.
Item 5.02 of this Current Report on Form 8-K contains only brief descriptions of
the material terms of and does not purport to be complete descriptions of the
rights and obligations of the parties to the Director Agreement and the
Consulting Agreement, and such descriptions are qualified in their entirety by
reference to the full text of the Director Agreement and the Consulting
Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, and
incorporated by reference into this Current Report on Form 8-K.
Item 8.01 Other Events
On September 13, 2021, the Company issued a press release announcing the
appointment of Naveen Bhatia. A copy of the press release is filed as Exhibit
99.1 and is incorporated by reference into this Current Report on Form 8-K.
Item 9.01 Exhibits
Exhibit No. Exhibit
10.1 Director Agreement between LifeMD, Inc. and Naveen Bhatia, dated
September 8, 2021
10.2 Consulting Services Agreement between Naveen Bhatia and LifeMD,
Inc., dated September 8, 2021
99.1 Press Release, dated September 13, 2021
104 Cover Page Interactive Data File
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