Full Press Release Details
Divests Majority Interest in WorkSimpli Software, Positioning Company as a Pure-Play Virtual Care and Pharmacy Platform
Values WorkSimpli at $65 Million Enterprise Value; Support's LifeMD's Strategic Focus on Scaling its Virtual Care
and Pharmacy Businesses
YORK, November 4, 2025 - LifeMD, Inc. (Nasdaq: LFMD), a leading provider of virtual healthcare services and pharmacy,
today announced the sale of its majority ownership interest in WorkSimpli Software LLC ("WorkSimpli") in a transaction valuing
WorkSimpli at an enterprise value of approximately $65 million. The buyer group was led by WorkSimpli founder and CEO Sean Fitzpatrick,
with support from a private investment group. This transaction represents a key milestone in LifeMD's strategic transformation,
further positioning the Company as a pure-play healthcare company exclusively focused on expanding its virtual care and
the terms of the agreement, LifeMD received approximately $22 million in cash at closing, representing 91.6% of the $24.0 million base
purchase price attributable to the 80% interest sold, with a portion of these proceeds held back subject to adjustments for net working
capital, cash, closing date indebtedness, and company transaction expenses.
sellers are eligible to receive up to an additional $28.0 million in cash upon WorkSimpli achieving defined growth and operational targets
over the next three years. The transaction closed on November 4, 2025.
transaction represents a defining moment for LifeMD and for WorkSimpli," said Justin Schreiber, Chairman and CEO of LifeMD. "By
divesting our majority stake in WorkSimpli, we are sharpening our focus on what we do best: building and scaling one of the most comprehensive
virtual care technology platforms in the industry. This strategic move strengthens our balance sheet and positions LifeMD to accelerate
growth across our core business lines, expand into new clinical verticals, and deliver even greater value to our patients, providers,
and shareholders. On behalf of LifeMD, I want to congratulate WorkSimpli founder and CEO Sean Fitzpatrick and his team for their dedication
and hard work in building such an exceptional business. Sean is an incredible entrepreneur, operator and marketer, and I have no doubt
that WorkSimpli will continue to thrive as an independent, private company."
couldn't be more excited for Sean and the entire WorkSimpli team," said Stefan Galluppi, Co-Founder and Chief Innovation
Officer of LifeMD. "They've built an incredible business with strong leadership, a culture of innovation, and a product suite
that continues to deliver value to users. I have complete confidence in Sean's ability to continue scaling the business to even
greater heights, and I look forward to watching WorkSimpli thrive as it enters this next chapter."
In June 2018, LifeMD made an initial $250,000
investment in WorkSimpli Software LLC in exchange for a 51% equity interest in the company. In total,
LifeMD invested approximately $1.25 million and held 73.3% ownership of WorkSimpli's outstanding units immediately prior
to the closing of the transaction. LifeMD expects to utilize its existing Net Operating Loss carryforwards (NOLs)
to offset the majority of the capital gains generated from the sale. WorkSimpli develops and operates a suite of
SaaS productivity tools, and over its tenure with LifeMD it has contributed positive cash flow and strategic value to the organization.
transaction marks the start of an exciting new chapter for WorkSimpli," said Sean Fitzpatrick, CEO of WorkSimpli. "Our team
has worked tirelessly to build one of the most dynamic SaaS productivity platforms in the market. Independence gives us the flexibility
to invest in our people and products and continue delivering value to our customers at scale. We're grateful to LifeMD for their
vision and partnership in helping us reach this milestone."
the divestiture, LifeMD will concentrate its resources on expanding its virtual care and pharmacy offerings, with a continued focus on
weight management, women's health, behavioral health, urgent care, and primary care. The Company also plans to broaden its platform
into more complex, longitudinal cardiometabolic care offerings beginning in the first half of 2026. In addition, LifeMD will continue
to scale its Rex MD product portfolio, which is primarily focused on asynchronous men's healthcare, e-pharmacy solutions, and men's
transaction was executed through a Stock Purchase Agreement between LifeMD and the purchasers, and includes customary representations,
warranties, and indemnification provisions.
LLC served as exclusive financial advisor, and Baker McKenzie served as legal advisor to LifeMD.
is a leading provider of virtual primary care. LifeMD offers telemedicine, access to laboratory and pharmacy services, and specialized
treatment across more than 200 conditions, including primary care, men's and women's health, mental health, and weight management.
The Company leverages a vertically integrated, proprietary digital care platform, a 50-state affiliated medical group, a state-of-the-art
affiliated compounding pharmacy, and a U.S.-based patient care center to increase access to high-quality and affordable care. For more
information, please visit LifeMD.com.
Note Regarding Forward Looking Statements
news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended; Section
21E of the Securities Exchange Act of 1934, as amended; and the safe harbor provision of the U.S. Private Securities Litigation Reform
Act of 1995. Forward-looking statements contained in this news release may be identified by the use of words such as: "believe,"
"expect," "anticipate," "project," "should," "plan," "will,"
"may," "intend," "estimate," "predict," "continue," and "potential,"
or, in each case, their negative or other variations or comparable terminology referencing future periods. Examples of forward-looking
statements include, but are not limited to, statements regarding our financial outlook and guidance, short and long-term business performance
and operations, future revenues and earnings, regulatory developments, legal events or outcomes, ability to comply with complex and evolving
regulations, market conditions and trends, new or expanded products and offerings, growth strategies, underlying assumptions, and the
effects of any of the foregoing on our future results of operations or financial condition.
statements are not historical facts and are not assurances of future performance. Rather, these statements are based on our current expectations,
beliefs, and assumptions regarding future plans and strategies, projections, anticipated and unanticipated events and trends, the economy,
and other future conditions, including the impact of any of the aforementioned on our future business. As forward-looking statements
relate to the future, they are subject to inherent risk, uncertainties, and changes in circumstances and assumptions that are difficult
to predict, including some of which are out of our control. Consequently, our actual results, performance, and financial condition may
differ materially from those indicated in the forward-looking statements. These risks and uncertainties include, but are not limited
to, "Risk Factors" identified in our filings with the Securities and Exchange Commission, including, but not limited to,
our most recently filed Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and any amendments thereto. Even if our actual results,
performance, or financial condition are consistent with forward-looking statements contained in such filings, they may not be indicative
of our actual results, performance, or financial condition in subsequent periods.
forward-looking statement made in the news release is based on information currently available to us as of the date on which this release
is made. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future
events, or otherwise, except as may be required under applicable law or regulation.
Benathen, Chief Financial Officer
Friedeman, Chief Marketing and Product Officer