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CONFIDENTIAL
TREATMENT REQUESTED UNDER 17 C.F.R. §200.83

BY
LIFEMD, INC.

LIFEMD,
INC.

236
Fifth Avenue, Suite 400

New
York, New York 10001

VIA
FEDERAL EXPRESS AND SECURE E-MAIL

December
12, 2024

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

    Response
    Dated October 25, 2024

    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 November 22, 2024, which references
comments contained in your original letter dated October 16, 2024. For ease of reference, the comments contained in your more recent
letter dated November 22, 2024 are repeated in italics below and followed by the Company’s responses. We welcome further conversation
and guidance from the Staff on these topics.

Pursuant
to 17. C.F.R. § 200.83 (“Rule 83”), we are requesting confidential treatment for portions of our response below,
as indicated by “[***]”, reflecting information that we have provided supplementally to the Staff.

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. In
                                            response to comment 3 you reference obsolete inventory that you destroyed. Please provide
                                            us the following information so that we are able to further understand the basis for your
                                            determination that the adjustments are one-time, non-recurring charges, for 2022, 2023 and
                                            2024:

 ● the
                                            name of each brand;

 ● the
                                            amount recorded as obsolete inventory;

 ● the
                                            quarterly period and year the amount was recorded as obsolete inventory;

 ● the
                                            reason the brand was sunset;

 ● the
                                            reason the inventory was destroyed, and not otherwise sold; and

 ● the
                                            amount of any lower of cost or market adjustments recorded during 2022, 2023 and 2024 that
                                            did not relate to sunset brands. Provide us the related facts and circumstances.

    LifeMD, Inc.

December 12, 2024

Page 2

RESPONSE

The
Company respectfully acknowledges the Staff’s comment. The Company included the following inventory and reserve adjustments in
its non-GAAP adjustments for the below periods:

    Three
    Months Ended

    March
    31, 2024

    June
    30, 2024

    ShapiroMD
    obsolete inventory

    $

    [***]

    $

    [***]

    NavaMD
    obsolete inventory

    [***]

    [***]

    Cleared
    obsolete inventory

    [***]

    [***]

    RexMD
    obsolete inventory

    [***]

    [***]

    Total
    inventory and reserve non-GAAP adjustments

    $
    302,629

    $

    263,513

    Three
    Months Ended

    March
    31, 2023

    June
    30, 2023

    September
    30, 2023

    December
    31, 2023

    ShapiroMD
    lower of cost or market adjustment

    $
    [***]

     $
    [***]

    $
    [***]

    $
    [***]

    ShapiroMD
    obsolete inventory

    [***]

    [***]

    [***]

    [***]

    NavaMD
    obsolete inventory

    [***]

    [***]

    [***]

    [***]

    Cleared
    obsolete inventory

    [***]

    [***]

    [***]

    [***]

    RexMD
    obsolete inventory

    [***]

    [***]

    [***]

    [***]

    One-time
    aged accounts receivable write off

    [***]

    [***]

    [***]

    [***]

    Total
    inventory and reserve non-GAAP adjustments

    $
    99,639

    $

    132,991

    $
    -

    $

    404,694

    Three
    Months Ended

    March
    31, 2022

    June
    30, 2022

    September
    30, 2022

    December
    31, 2022

    ShapiroMD
    lower of cost or market adjustment

    $
    [***]

     $
    [***]

    $
    [***]

     $
    [***]

    NavaMD
    lower of cost or market adjustment

    [***]

    [***]

    [***]

    [***]

    ShapiroMD
    obsolete inventory

    [***]

    [***]

    [***]

    [***]

    NavaMD
    obsolete inventory

    [***]

    [***]

    [***]

    [***]

    RexMD
    obsolete inventory

    [***]

    [***]

    [***]

    [***]

    General
    obsolescence inventory reserve

    [***]

    [***]

    [***]

    [***]

    One-time
    sales return reserve true-up

    [***]

    [***]

    [***]

    [***]

    Total
    inventory and reserve non-GAAP adjustments

    $
    146,953

    $

    83,708

    $
    -

    $

    699,057

The
obsolete inventory adjustments included for the Company’s RexMD brand relate to discontinued products for which sunsetting was
substantially completed by the second quarter of 2024. The sunsetting of Cleared was substantially completed by the second quarter of
2023. The Company’s NavaMD and ShapiroMD brands are in the process of sunsetting. This is due to the Company’s shift in investment
to the growth of its virtual primary care platform versus these legacy brands. The Company is winding down marketing and is no longer
investing in new patient acquisitions for NavaMD and ShapiroMD. As an example, the number of active patient subscribers for ShapiroMD
was approximately [***] and [***] as of September 30, 2024 and December 31, 2022, respectively, and for NavaMD was approximately [***]
and [***] as of September 30, 2024 and December 31, 2022, respectively. Additionally, marketing expenses for ShapiroMD were approximately
$[***] and $[***] for the nine months ended September 30, 2024 and the year ended December 31, 2022, respectively, and for NavaMD were
approximately $[***] and $[***] for the nine months ended September 30, 2024 and the year ended December 31, 2022, respectively. This
represents a significant decrease in active patient subscribers and marketing initiatives for these brands.

    LifeMD, Inc.

December 12, 2024

Page 3

Because
our existing NavaMD and ShapiroMD customers are on subscriptions, the Company has to gradually and methodically sunset these brands in
order for customers to find an alternative to our products, if they desire. We expect the sunsetting of NavaMD to be complete by the
end of 2024 and ShapiroMD to be substantially complete by the end of 2025, other than the runoff of legacy patient subscribers. When
the Company’s inventory reaches its expiration date, it becomes obsolete and is written off. Expired product is not able to be
sold.

The
amount of lower of cost or market and obsolete inventory adjustments recorded that did not relate to sunset products and brands is $[***]
and is related to the Company’s general inventory obsolescence reserve which was recorded in the fourth quarter of 2022. In future
filings, the Company will exclude any lower of cost or market and obsolete inventory adjustments that do not relate to sunset brands
from its non-GAAP adjustments.

 2. In
                                            addition, you reference one-time accounts receivable and sales return adjustments. Please
                                            provide us the following information so that we are able to further understand the basis
                                            for your conclusion:

 ● the
                                            amount of each separate adjustment;

 ● the
                                            period and year the adjustment was recorded; and

 ● a
                                            description of the facts and circumstances related to each adjustment.

RESPONSE

The
Company respectfully acknowledges the Staff’s comment. For the year ended December 31, 2023,
the one-time aged accounts receivable write off amounted to approximately $100 thousand and was recorded during the first quarter
ended March 31, 2023. This one-time aged accounts receivable write off is related to a historical accounts receivable balance for one
of the Company’s merchant processors that was validated by the Company through an external confirmation process with the merchant
processor during the first quarter ended March 31, 2023. The external confirmation process resulted in an accounts receivable balance
of approximately $100 thousand less than the Company’s records indicated. After investigation and validation, the Company determined
that the merchant processor confirmation was correct and recorded this one-time write off to true-up to this specific accounts receivable
balance for this merchant processor. Since then, the Company has confirmed the merchant processor balances quarterly. Any adjustments
as a result of the quarterly confirmation process are considered recurring in nature and are not included in our non-GAAP adjustments.

For
the year ended December 31, 2022, the one-time adjustment to true-up the Company’s sales return reserve amounted to approximately
$523 thousand
and was recorded during the fourth quarter ended December 31, 2022. During the fourth quarter ended
December 31, 2022, upon review and reconciliation of customer order data, the Company identified a population of customer product
orders that had been placed but were not fulfilled. These orders were not fulfilled because the customer prescriptions were not approved
or were expired. In these instances, the Company may be required to refund the patient. This population of customer orders had not been
previously included in the Company’s analysis of its sales return reserve. The Company recorded a cumulative catch-up adjustment
during the fourth quarter ended December 31, 2022, to correct the Company’s sales return reserve balance. The impact to each of
the prior periods was determined to be immaterial. Because the cumulative amount was all recorded in the fourth quarter ended December
31, 2022 and was a one-time true-up for this specific population of customer orders, the Company included this amount in its non-GAAP
adjustment for the year ended December 31, 2022. Since then, the Company now has a recurring process to calculate and true-up the sales
return reserve on a quarterly basis. Adjustments resulting from this recurring process are not included in the Company’s non-GAAP
adjustments.

    LifeMD, Inc.

December 12, 2024

Page 4

 3. In
                                            addition, you reference that 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. Please provide us the following information so that we are able to further
                                            understand the basis for your conclusions: the amount recorded for each separate matter,
                                            by year and by type of cost incurred (e.g., external attorney’s fees, internal costs,
                                            amounts recorded pursuant to settlement agreements, etc.).

RESPONSE

The
Company respectfully acknowledges the Staff’s comment. Please see below for information related to each separate matter, by year
and by type of cost incurred (e.g., external attorney’s fees, internal costs, amounts recorded pursuant to settlement agreements,
etc.) that were excluded from Adjusted EBITDA.

    Year
                                            Ended

    December31,
    2022

    Year
                                            Ended

    December
    31, 2023

    Six
                                            Months Ended

    June
    30, 2024

    William
    Blair LLC v. LifeMD, Inc. external attorney’s fees

    $
    [***]

     $
    [***]

    $
    [***]

    William
    Blair LLC v. LifeMD, Inc. settlement costs

    [***]

    [***]

    [***]

    Harborside
    Advisors LLC v. LifeMD, Inc. external attorney’s fees

    [***]

    [***]

    [***]

    Harborside
    Advisors LLC v. LifeMD, Inc. settlement costs

    [***]

    [***]

    [***]

    Marden
    v. LifeMD, Inc. external attorney’s fees

    [***]

    [***]

    [***]

    [***]

    [***]

    [***]

    [***]

    Executive
    separation agreement external attorney’s fees

    [***]

    [***]

    [***]

    LifeMD,
    Inc. v. Lamarco external attorney’s fees

    [***]

    [***]

    [***]

    LifeMD,
    Inc. v. Lamarco settlement

    [***]

    [***]
    )

    [***]

    Telephone
    Consumer Protection Act external attorney’s fees

    [***]

    [***]

    [***]

    Telephone
    Consumer Protection Act settlement costs

    [***]

    [***]

    [***]

    Other
    external attorney’s fees

    [***]

    [***]

    [***]

    Amounts
    recorded pursuant to other settlement agreements

    [***]

    [***]

    [***]

    Total
    litigation costs non-GAAP adjustments

    $
    1,685,521

    $

    1,594,930

    $
    678,331

In
addition to the litigation costs for the Harborside Advisors LLC v. LifeMD, Inc., Specialty Medical Drugstore, LLC D/B/A GoGoMeds
v. LifeMD, Inc., William Blair LLC v. LifeMD, Inc., and Marden v. LifeMD, Inc. cases
described in our original response letter dated October 25, 2024, during the years ended December 31, 2023 and 2022, the Company
excluded from Adjusted EBITDA litigation costs related to defense and eventual dismissal of the Company’s affirmative defamation
claims arising out of defendant’s baseless “short and distort” stock scheme (the LifeMD, Inc. v. Lamarco case)
and litigation costs related to a group of atypical class action claims arising out of an [***] and pertaining to the Telephone Consumer
Protection Act (the “TCPA”), which claims are separate and distinguishable from typical one-off TCPA claims received in the
ordinary course of business. For the LifeMD, Inc. v. Lamarco case, the Company excluded the external attorney’s fees as
well as the favorable $[***] settlement when arriving at Adjusted EBITDA (meaning included within “litigation costs” non-GAAP
adjustment). Other external attorney’s fees and amounts relate to one-time, extraordinary securities, tax, and contract termination
matters outside of the ordinary course of business.

As
previously described in our original response letter dated October 25, 2024, the Company
considered the complexity, nature, frequency and magnitude of each litigation matter when determining that the expenses are not normal,
recurring operating expenses and therefore appropriate to exclude when arriving at Adjusted EBITDA (meaning included within “litigation
costs” non-GAAP adjustment). In each case above, the litigation did not arise out of the Company’s ongoing operations, and
the Company does not expect to be involved in such litigation in the future. Furthermore, the complexity of the negotiations and the
magnitude of the claims involved distinguish these litigation matters from ordinary course matters faced by the Company.

    LifeMD, Inc.

December 12, 2024

Page 5

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 complianc