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LIFEMD,
INC.

236
Fifth Avenue, Suite 400

New
York, New York 10001

October
25, 2024

VIA
EDGAR SUBMISSION

Division
of Corporation Finance

Office
of Industrial Applications and Services

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:

    Ms.
    Christie Wong

    Mr.
    Michael Fay

    Re:

    LifeMD,
    Inc.

    Form
    10-K for the Fiscal Year Ended December 31, 2023

    File
    No. 001-39785

Dear
Ms. Wong:

LifeMD,
Inc. (the “Company”, “we”, “our”) is pleased to respond to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) contained in your letter dated October 16, 2024. For ease of
reference, the comments are repeated in italics below and followed by the Company’s responses. We welcome further conversation
and guidance from the Staff on these topics.

Press
Releases Dated March 11, 2024 and August 7, 2024

Reconciliation
of GAAP Net Loss to Adjusted EBITDA to Cash Adjusted EBITDA, page 1

    1.
    We
    note you present Cash Adjusted EBITDA, which includes an adjustment for the change in deferred revenue and is reconciled from Adjusted
    EBITDA. Please explain to us how Cash Adjusted EBITDA is useful to an investor given that it appears to combine accrual and cash
    accounting concepts. In addition, please explain to us how you considered the Division of Corporation Finance Non-GAAP Financial
    Measures C&DI 100.04 as it relates to your adjustment for the change in deferred revenue.

RESPONSE

The
Company respectfully acknowledges the Staff’s comment. The Company has carefully considered the Division of Corporation Finance
Non-GAAP Financial Measures C&DI 100.04 as it relates to our adjustment for the change in deferred revenue to calculate Cash Adjusted
EBITDA. The Company will remove this adjustment from its non-GAAP financial measures for the third quarter ended September 30, 2024 and
confirms that similar adjustments will not be made to its non-GAAP financial measures in the remainder of fiscal year 2024 or in future
periods.

    2.
    Please
    explain to us your methodology for determining your deferred revenue adjustment for fiscal year 2022 and 2023 and describe to us
    any changes to your methodology for fiscal year 2024.

RESPONSE

The
Company respectfully acknowledges the Staff’s comment. The Company’s deferred revenue balance includes the following: (1)
obligations on our Telehealth in-process monthly or multi-month contracts with customers, (2) obligations for Telehealth products which
the customer has not yet obtained control due to non-shipment of the product and (3) obligations on our majority-owned subsidiary, WorkSimpli’s,
in-process monthly or yearly contracts with customers. The Company offers one-time and subscription-based access to the Company’s
Telehealth platform dependent upon the subscriber’s enrollment selection. The Company has estimated that there is one performance
obligation that is delivered over time, as the Company allows the subscriber to access the Telehealth platform for the time period of
the subscription purchased. The Company records the revenue over the customer’s subscription period for monthly and multi-month
subscribers.

The
Company records sales of finished products when the customer places and pays for an order, with the product being simultaneously shipped
by a third-party fulfillment service provider or company-owned warehouse. In all cases, delivery is considered to have occurred when
the customer obtains control, which is usually commensurate upon shipment of the product. In the case where delivery is not commensurate
upon shipment of the product, recognition of revenue is deferred until that time.

The
Company’s majority-owned subsidiary, WorkSimpli, offers subscription-based access to the WorkSimpli platform dependent upon the
subscriber’s enrollment selection. The Company has estimated that there is one performance obligation that is delivered over time,
as the Company allows the subscriber to access the WorkSimpli platform for the time period of the subscription purchased. The Company
records the revenue over the customer’s subscription period for monthly and yearly subscribers.

The
Company’s methodology for determining our deferred revenue adjustment is consistent for fiscal years 2022 through 2024 and includes
an adjustment for obligations on Telehealth in-process monthly or multi-month contracts with customers, obligations for Telehealth products
which the customer has not yet obtained control due to non-shipment of the product and obligations on WorkSimpli in-process monthly or
yearly contracts with customers.

The
Company will remove this adjustment from its non-GAAP measures for the third quarter ended September 30, 2024 and confirms that similar
adjustments will not be made to its non-GAAP financial measures in the remainder of fiscal year 2024 or in future periods.

    3.
    We
    note you make non-GAAP adjustments for litigation costs, inventory and reserve adjustments, and insurance acceptance readiness. Please
    describe to us in greater detail the nature of the underlying costs for 2022, 2023, and 2024 for each of these types of costs. As
    part of your response, describe the related facts and circumstance regarding the costs being incurred. In addition, please explain
    to us how you considered the Division of Corporation Finance Non-GAAP Financial Measures C&DI 100.01 as it relates to these non-GAAP
    adjustments.

RESPONSE

The
Company respectfully acknowledges the Staff’s comment. The Company has carefully considered the Division of Corporation Finance
Non-GAAP Financial Measures C&DI 100.01 as it relates to the litigation costs, inventory and reserve adjustments and insurance acceptance
readiness expenses non-GAAP adjustments. The Company believes its exclusion of litigation costs, inventory and reserve adjustments and
insurance acceptance readiness expenses in its non-GAAP financial measures for the periods presented was consistent with the Division
of Corporation Finance Non-GAAP Financial Measures C&DI 100.01.

Litigation
Costs

Litigation
costs include one-time non-recurring expenses for matters that are extraordinary in nature and scope and that should not be classified
as normal operating expenses. The Company believes these litigation costs are not incurred in the normal course of business and do not
relate to the Company’s revenue generating activities. For the fiscal year ended December 31, 2022, the Company included litigation
costs related to a purported breach of a consulting services agreement for strategic and corporate development services (the Harborside
Advisors LLC v. LifeMD, Inc. case) and a purported breach of a strategic partnership contract (Specialty Medical Drugstore,
LLC D/B/A GoGoMeds v. LifeMD, Inc. case), as disclosed in the Company’s Form 10-K for the fiscal year ended December
31, 2022 and filed on March 22, 2023. For the fiscal year ended December 31, 2023, the Company included litigation costs related to a
purported breach of an investment bank engagement concerning potential debt financing (the William Blair LLC v. LifeMD, Inc. case)
and the previously disclosed Harborside Advisors LLC v. LifeMD, Inc. case, as disclosed in the Company’s Form 10-K for
the fiscal year ended December 31, 2023 and filed on March 11, 2024. For the second quarter ended June 30, 2024, the Company included
costs related to a class action complaint alleging, inter alia, unauthorized disclosure of certain information of class members to third
parties (the Marden v. LifeMD, Inc. case), as disclosed in the Company’s Form 10-Q
for the second quarter ended June 30, 2024 and filed on August 7, 2024 and a heavily negotiated executive separation agreement.

The
Company further notes that litigation costs that are determined to be normal, recurring expenses necessary to operate its business are
not excluded when calculating Adjusted EBITDA (meaning not included within the “litigation costs” non-GAAP adjustment). For
example, the Company incurs, in the ordinary course of business, litigation expenses related to most labor and employment, general advertising,
data privacy, regulatory compliance, real estate, general corporate, telemedicine, and intellectual property matters. These expenses
are deemed normal, recurring operating expenses and are not excluded when calculating Adjusted EBITDA.

The
Company considers the complexity, nature, frequency and magnitude of the case when determining whether the expenses are not normal, recurring
operating expenses and therefore appropriate adjustments when arriving at its non-GAAP financial measure, Adjusted EBITDA. Specifically,
the Company considered the following factors in determining whether litigation costs for the cases noted above constitute normal, recurring,
cash operating expenses necessary to operate our business:

    -
    Harborside
    Advisors LLC v. LifeMD, Inc. and Specialty Medical Drugstore, LLC D/B/A GoGoMeds v. LifeMD, Inc. – The cases relate
    to a purported breach of a consulting services agreement for strategic and corporate development services and a purported breach
    of a strategic partnership contract which do not relate to the normal ongoing operations of the Company. These cases required extensive
    negotiations and resources over an extended period of time with counterparties providing specialized services that the Company is
    unlikely to seek again. Due to the complex nature of the negotiations and magnitude of the settlement associated with each case,
    the Company believes they are extraordinary in nature and not arising in the normal course of business.

    -
    William
    Blair LLC v. LifeMD, Inc. – The case relates to a purported breach of an investment bank engagement concerning potential
    debt financing which does not relate to the normal ongoing operations of the Company. The negotiations involved in this case were
    involved and almost two years before final settlement was reached. Due to the complex nature of the negotiations, non-recurring nature
    of the potential transaction (which the Company did not consummate) and magnitude of the settlement associated with this case, the
    Company believes this case is extraordinary in nature and not in the normal course of business.

    -
    Marden
    v. LifeMD, Inc. – The case relates to a class action complaint alleging unauthorized disclosure of class members’
    information. The litigation expenses related to this case were included in the litigation costs non-GAAP adjustment only once a class
    action case was filed. Due to the magnitude as well as the complex nature of the class action, the Company believes this case is
    extraordinary in nature and not arising in the normal course of business.

The
Company’s General Counsel regularly updates the Board of Directors concerning the Company’s legal landscape at both meetings
of the Audit Committee and at meetings of the full Board of Directors including the updates related to the cases noted above.

In
the periods where these expenses are excluded from Adjusted EBITDA, these expenses were also excluded by management for purposes of its
operating decision-making and to assess its operating performance. Management uses Adjusted EBITDA on an internal basis to evaluate its
operating performance, to analyze trends within its business, to assess its performance relative to its competitors, and to establish
operational goals and forecasts that are used in allocating resources.

So
that investors may better understand the adjustments for litigation costs, the Company undertakes to provide detail comparable to what
is described in the first paragraph of this subsection in a footnote to its Adjusted EBITDA reconciliation for the third quarter ended
September 30, 2024 and for all future periods.

Inventory
and Reserve Adjustments

Inventory
and reserve adjustments primarily include one-time non-recurring, non-cash charges for obsolete inventory related to sunsetting brands
that the Company is destroying and one-time accounts receivable and sales returns reserve adjustments. For the year ended December 31,
2022, this non-GAAP adjustment substantially included a charge for obsolete inventory that the Company destroyed related to a sunsetting
brand as well as a one-time adjustment to true-up the Company’s sales return reserve. For the year ended December 31, 2023, this
non-GAAP adjustment substantially included a one-time non-recurring charge for obsolete inventory that the Company destroyed related
to a sunsetting brand as well as a one-time aged accounts receivable write off. For the quarter ended June 30, 2024, this non-GAAP adjustment
substantially included a one-time non-recurring charge for obsolete inventory that the Company destroyed related to a sunsetting brand.

The
Company respectfully acknowledges the distinction between normal recurring inventory and reserve adjustments and extraordinary inventory
and reserve adjustments. The Company undertakes to ensure
that only the latter are included in its non-GAAP financial measures for the third quarter ended September 30, 2024, labeling them as
“Inventory and reserve adjustments on discontinued products,” and to provide similar line-item descriptions for the remainder
of fiscal year 2024 and future periods when applicable.

Insurance
Acceptance Readiness Expenses

Insurance
acceptance readiness expenses include non-recurring costs to establish a Company-wide compliance process to accept patient insurance
in the future. These are one-time costs associated with the establishment of the compliance process, including one-time third-party
evaluation, and will not be recurring once the compliance process is established. For the years ended December 31, 2022 and 2023,
as well as the second quarter ended June 30, 2024, the Company included insurance acceptance readiness expenses as a non-GAAP adjustment
to Adjusted EBITDA.

For
each of these reasons, the Company believes that the foregoing adjustments do not cause Adjusted EBITDA to be misleading or inconsistent
with the guidance in the Non-GAAP Financial Measures C&DI 100.01. Therefore, the Company believes that presenting Adjusted EBITDA
including adjustments for these costs provides investors, when read in conjunction with the Company’s GAAP measures, with useful
information about the Company’s operating performance, by eliminating the impact that these items may have of obscuring trends
in the underlying performance of its business.

Reconciliation
of Telehealth GAAP Net Loss to Telehealth Adjusted EBITDA, page 2

    4.
    We
    note you present Telehealth Adjusted EBITDA and reconcile this amount to Telehealth net loss attributable to common shareholders.
    Please tell us how your reconciliation complies with Rule 100(a) of Regulation G. Specifically, address how you evaluated whether
    Telehealth net loss attributable to common shareholders is a financial measure calculated and presented in accordance with Generally
    Accepted Accounting Principles and clarify why you do not reconcile to Telehealth operating loss as set forth in the segment data
    footnote of your financial statements.

RESPONSE

The
Company respectfully acknowledges the Staff’s comment. As background, beginning with the second quarter ended June 30, 2024, the
Company presented Telehealth Adjusted EBITDA at the request of various investors and analysts as a non-GAAP financial measure in addition
to Consolidated LifeMD Adjusted EBITDA, in recognition that Telehealth is the Company’s core business. In addition to our core
business, the Company’s consolidated results include our non-core majority-owned subsidiary, WorkSimpli, which is consolidated
under US GAAP rules.

Consolidated
LifeMD Adjusted EBITDA is a historical non-GAAP financial measure that has been presented for a number of yea