Attached files
| file | filename |
|---|---|
| EX-3.1 - LifeMD, Inc. | ex3-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): August 14, 2020
CONVERSION LABS, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 000-55857 | 76-0238453 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
800 Third Avenue, Suite 2800
New York, NY 10022
(Address of principal executive offices, including zip code)
(866) 351-5907
(Registrant’s telephone number, including area code)
Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| [ ] | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | None | None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On August 14, 2020, Conversion Labs, Inc. (the “Company”) filed a Certificate of Withdrawal of Certificate of Designations (the “Certificate of Withdrawal”) with the Secretary of State of the State of Delaware. The Certificate of Withdrawal eliminates the Company’s 13% Series A Cumulative Perpetual Redeemable Preferred stock, $0001 par value per share (the “Series A Preferred”), from the Company’s Certificate of Incorporation. Prior to filing the Certificate of Withdrawal no shares of the Series A Preferred had been issued or outstanding. A copy of the Certificate of Withdrawal is included as an exhibit to this current report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1* | Certificate of Withdrawal of Series A Preferred Stock | |
*filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| CONVERSION LABS, INC. | ||
| Date: August 19, 2020 | By: | /s/ Justin Schreiber |
| Name: | Justin Schreiber | |
| Title: | Chief Executive Officer | |