QUANTUMONLINE.COM SECURITY DESCRIPTION: LifeMD, Inc. 8.875% Series A Cumulative Perpetual Preferred Stock, liquidation preference $25 per share, redeemable at the issuer's option on or after 10/15/2022 but before 10/15/2023 at $25.75 (103%) per share plus accrued and unpaid dividends; on or after 10/15/2023 but before 10/15/2024 at $25.50 (102%) per share plus accrued and unpaid dividends; on or after 10/15/2024 but before 10/15/2025 at $25.25 (101%) per share plus accrued and unpaid dividends; and on or after 10/15/2025 at $25.00 (100%) per share plus accrued and unpaid dividends, and with no stated maturity. Cumulative distributions of 8.875% per annum ($2.21875 per annum or $0.5546875 per quarter) will be paid quarterly on 1/15, 4/15, 7/15 & 10/15 to holders of record on the record date fixed by the board, not more than 30 days or less than 10 days prior to the payment date (NOTE: the ex-dividend date is one business day prior to the record date).
Dividends paid by this preferred security are eligible for the preferential income tax rate of 15% to a maximum of 20% depending on the holder's tax bracket (and under IRS specified holding restrictions) and are also eligible for the dividends received deduction for corporate holders (see page S-29 of the prospectus for further information).
Upon the occurrence of a delisting event, that the shares are no longer listed on the NYSE, the AMEX or the Nasdaq exchanges and are also not subject to SEC reporting requirements, the company will have the option within 120 days to redeem the preferred shares at $25 per share plus accrued and unpaid dividends. If the company has exercised their redemption right, the holders will NOT have the following conversion right. Upon the occurrence of a change of control resulting in the common shares of the surviving entity no longer being listed on the NYSE, the AMEX or the Nasdaq exchanges the company will have the option within 120 days to redeem the preferred shares at $25 per share plus accrued and unpaid dividends. If the company has exercised their redemption right, the holders will NOT have the following conversion right. Upon the occurrence of a Delisting Event or a Change of Control, as applicable, each holder of Series A Preferred Stock will have the right to convert the preferred stock into a number of shares of common stock (or equivalent value of alternative consideration) per share of Series A Preferred Stock (see the prospectus for details).
This security was not rated by Moody’s or S&P at the time of its IPO. In regard to the payment of distributions and upon liquidation, the preferred shares rank junior to the company's senior debt, equally with other preferreds of the company, and senior to the common shares of the company. See the IPO prospectus for further information on the preferred stock by clicking on the ‘Link to IPO Prospectus’ provided below.
