{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-25-020713","form_type":"8-K","ticker":"LFMD","cik":"0000948320","company_name":"LifeMD, Inc.","filed_at":"2025-11-04T23:59:59+00:00","discovered_at":"2026-05-14T18:02:42.697311+00:00","generated_at":"2026-05-17T00:48:19.680928+00:00","sec_items":["1.01","2.01","7.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"LifeMD sells majority stake in WorkSimpli for $65M enterprise value; receives $22M cash at close","bullets":["Sold 80% of WorkSimpli units to buyer group led by founder/CEO; enterprise value ~$65M.","LifeMD received ~$22M cash at close (91.6% of $24M base price) for its 73.3% pre-sale ownership.","Sellers eligible for up to $28M additional cash if WorkSimpli meets growth/operational targets over 3 years.","LifeMD expects to use NOL carryforwards to offset most capital gains from the sale.","Transaction positions LifeMD as pure-play virtual care and pharmacy; plans cardiometabolic expansion in H1 2026."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-25-020713","json":"https://secwatch.observer/filing/0001493152-25-020713.json","markdown":"https://secwatch.observer/filing/0001493152-25-020713.md","text":"https://secwatch.observer/filing/0001493152-25-020713.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/948320/000149315225020713/0001493152-25-020713-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/948320/000149315225020713/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T00:48:19.680928+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"ff1ad4007395db31fe952a9695f43f202d3b57a5","claim":"LifeMD, Inc. completed a disposition involving Lion Buyer, LLC for up to $52.0 million (closed 2025-11-04).","evidence_excerpt":"aggregate purchase price paid at close and 53.8% ($28.0 million) subject to future performance targets, for an aggregate purchase consideration paid to the Sellers of up to $52.0 million: ● 46.2% of the aggregate purchase price consists of a cash payment equal to the base purchase price of $24.0 million, subject to adjustments for net working capital, cash,","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/948320/000149315225020713/0001493152-25-020713-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001628280-26-032558","ticker":"APAD","company_name":"Enhanced Group Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Enhanced Group completes de-SPAC merger with Enhanced Ltd; redemptions of $201.7M","event_type":"m_and_a","sec_items":["1.01","2.01","5.06","3.02","9.01","4.01","3.01","3.03","5.01","5.02","5.03","5.05","7.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-26-032558","json":"https://secwatch.observer/filing/0001628280-26-032558.json","markdown":"https://secwatch.observer/filing/0001628280-26-032558.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/0001628280-26-032558-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/apadu-20260506.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"aggregate purchase price paid at close and 53.8% ($28.0 million) subject to future performance targets, for an aggregate purchase\nconsideration paid to the Sellers of up to $52.0 million: ● 46.2%\n of the aggregate purchase price consists of a cash payment equal to the base purchase price\n of $24.0 million, subject to adjustments for net working capital, cash,","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/948320/000149315225020713/0001493152-25-020713-index.htm","comparable_excerpt":"On May 7, 2026, as contemplated by the Business Combination Agreement and as described in the section titled “ The BCA Proposal ” beginning on pa ge 180 of the Proxy Statement/Prospectus, the Company, Enhanced and Merger Sub consummated the business combination contemplated by the Business Combination Agreement, whereby: • Merger Sub merged with and into Enhanced (the “First Merger”), with Enhanced surviving the merger as a wholly owned subsidiary of the Company;","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/0001628280-26-032558-index.htm"}},{"accession":"0001104659-26-057182","ticker":"RMIX","company_name":"Suncrete, Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Suncrete acquires Nelson Bros. Ready Mix for $42.3M cash + stock; earnout up to $18M","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","7.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057182","json":"https://secwatch.observer/filing/0001104659-26-057182.json","markdown":"https://secwatch.observer/filing/0001104659-26-057182.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/0001104659-26-057182-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/tm2613866d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"aggregate purchase price paid at close and 53.8% ($28.0 million) subject to future performance targets, for an aggregate purchase\nconsideration paid to the Sellers of up to $52.0 million: ● 46.2%\n of the aggregate purchase price consists of a cash payment equal to the base purchase price\n of $24.0 million, subject to adjustments for net working capital, cash,","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/948320/000149315225020713/0001493152-25-020713-index.htm","comparable_excerpt":"Mr. Owens, Ms. Owens and JAO, the “Sellers”),\nand Jacob Owens in his capacity as representative of the Sellers. The aggregate consideration\nfor the Acquisition consisted of (i) 1,296,456 shares of Class A Common Stock, par value $0.0001 per share, of the Company (“Class\nA Common Stock”) issued to the Sellers (the “Stock Consideration”) and (ii) a $42.3 million net","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/0001104659-26-057182-index.htm"}},{"accession":"0000095953-26-000074","ticker":"ACNT","company_name":"ASCENT INDUSTRIES CO.","filed_at":"2026-05-06T23:59:59+00:00","headline":"Ascent Industries acquires Midwest Graphic/Sigma for $14M; Q1 net sales up 9% to $19.4M but adjusted EBITDA loss widens","event_type":"m_and_a","sec_items":["1.01","2.01","2.02","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000095953-26-000074","json":"https://secwatch.observer/filing/0000095953-26-000074.json","markdown":"https://secwatch.observer/filing/0000095953-26-000074.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/95953/000009595326000074/0000095953-26-000074-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/95953/000009595326000074/acnt-20260504.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"aggregate purchase price paid at close and 53.8% ($28.0 million) subject to future performance targets, for an aggregate purchase\nconsideration paid to the Sellers of up to $52.0 million: ● 46.2%\n of the aggregate purchase price consists of a cash payment equal to the base purchase price\n of $24.0 million, subject to adjustments for net working capital, cash,","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/948320/000149315225020713/0001493152-25-020713-index.htm","comparable_excerpt":"the Company purchased substantially all of the assets and certain specified liabilities of Seller for $14,000,000, subject to certain customary adjustments for working capital, transaction expenses, and cash, on the terms and subject to the conditions set forth in the Purchase Agreement (the “Transaction”). The Transaction closed simultaneously with the execution of the Purchase Agreement.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/95953/000009595326000074/0000095953-26-000074-index.htm"}},{"accession":"0001493152-26-021333","ticker":"APLD","company_name":"Applied Digital Corp.","filed_at":"2026-05-05T23:59:59+00:00","headline":"Applied Digital completes cloud business spinoff, retains ~97% of ChronoScale (CHRN)","event_type":"m_and_a","sec_items":["1.01","2.01","7.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-021333","json":"https://secwatch.observer/filing/0001493152-26-021333.json","markdown":"https://secwatch.observer/filing/0001493152-26-021333.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1144879/000149315226021333/0001493152-26-021333-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1144879/000149315226021333/form8-k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"aggregate purchase price paid at close and 53.8% ($28.0 million) subject to future performance targets, for an aggregate purchase\nconsideration paid to the Sellers of up to $52.0 million: ● 46.2%\n of the aggregate purchase price consists of a cash payment equal to the base purchase price\n of $24.0 million, subject to adjustments for net working capital, cash,","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/948320/000149315225020713/0001493152-25-020713-index.htm","comparable_excerpt":"On May 5, 2026 (the “Closing Date”), Applied Digital Corporation, a Nevada corporation (the “Company”), completed the previously announced divestiture of its cloud business pursuant to that certain Contribution and Exchange Agreement","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1144879/000149315226021333/0001493152-26-021333-index.htm"}},{"accession":"0001193125-26-197835","ticker":"BKKT","company_name":"Bakkt, Inc.","filed_at":"2026-04-30T23:59:59+00:00","headline":"Bakkt completes acquisition of DTR; issues ~11.3M shares to sellers including CEO","event_type":"m_and_a","sec_items":["2.01","1.01","3.02","5.01","7.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-197835","json":"https://secwatch.observer/filing/0001193125-26-197835.json","markdown":"https://secwatch.observer/filing/0001193125-26-197835.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1820302/000119312526197835/0001193125-26-197835-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1820302/000119312526197835/d233784d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"aggregate purchase price paid at close and 53.8% ($28.0 million) subject to future performance targets, for an aggregate purchase\nconsideration paid to the Sellers of up to $52.0 million: ● 46.2%\n of the aggregate purchase price consists of a cash payment equal to the base purchase price\n of $24.0 million, subject to adjustments for net working capital, cash,","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/948320/000149315225020713/0001493152-25-020713-index.htm","comparable_excerpt":"Purchase Agreement) for purposes of consummating the acquisition of DTR at Closing. At the closing of the acquisition of DTR (the “Closing”), the Company issued an aggregate of 11,316,775 shares (such shares, the “Consideration Shares”) of its Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), comprised of (A) 31.5% of (i) the aggregate","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1820302/000119312526197835/0001193125-26-197835-index.htm"}},{"accession":"0001104659-26-050956","ticker":"RMIX","company_name":"Suncrete, Inc.","filed_at":"2026-04-29T23:59:59+00:00","headline":"Suncrete completes acquisition of Hope Concrete (10 plants, 88 trucks) for $39.4M + equity","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-050956","json":"https://secwatch.observer/filing/0001104659-26-050956.json","markdown":"https://secwatch.observer/filing/0001104659-26-050956.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926050956/0001104659-26-050956-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926050956/tm2613031d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"aggregate purchase price paid at close and 53.8% ($28.0 million) subject to future performance targets, for an aggregate purchase\nconsideration paid to the Sellers of up to $52.0 million: ● 46.2%\n of the aggregate purchase price consists of a cash payment equal to the base purchase price\n of $24.0 million, subject to adjustments for net working capital, cash,","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/948320/000149315225020713/0001493152-25-020713-index.htm","comparable_excerpt":"in its capacity as representative of the Sellers. After giving effect to the\ntransactions contemplated by the Purchase Agreement, the aggregate consideration consisted of (i) 220,007 shares (the “Mikytuck\nRollover Securities”) of Class A Common Stock, par value $0.0001 per share, of the Company (“Class A Common Stock”)\nissued to Mr. Mikytuck, (ii) 69,511","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926050956/0001104659-26-050956-index.htm"}},{"accession":"0001213900-26-042811","ticker":"PHGE","company_name":"BiomX Inc.","filed_at":"2026-04-13T23:59:59+00:00","headline":"BiomX accelerates option exercise, acquires 60% stake in DFSL for $750k cash, $3M note","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-042811","json":"https://secwatch.observer/filing/0001213900-26-042811.json","markdown":"https://secwatch.observer/filing/0001213900-26-042811.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1739174/000121390026042811/0001213900-26-042811-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1739174/000121390026042811/ea0285293-8k_biomx.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"aggregate purchase price paid at close and 53.8% ($28.0 million) subject to future performance targets, for an aggregate purchase\nconsideration paid to the Sellers of up to $52.0 million: ● 46.2%\n of the aggregate purchase price consists of a cash payment equal to the base purchase price\n of $24.0 million, subject to adjustments for net working capital, cash,","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/948320/000149315225020713/0001493152-25-020713-index.htm","comparable_excerpt":"delivery. In consideration for the Purchased Shares, the\nCompany agreed to the following consideration to Mandragola: (i) a cash payment of Seven Hundred Fifty Thousand Dollars ($750,000),\nof which Four Hundred Fifty Thousand ($450,000) was advanced by the Company; (ii) the issuance of an unsecured convertible promissory note in the principal\namount of Three","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1739174/000121390026042811/0001213900-26-042811-index.htm"}},{"accession":"0001213900-26-042200","ticker":"PHGE","company_name":"BiomX Inc.","filed_at":"2026-04-10T23:59:59+00:00","headline":"BiomX acquires ZorroNet, enters AI defense with $1.25M note and stock","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","7.01","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-042200","json":"https://secwatch.observer/filing/0001213900-26-042200.json","markdown":"https://secwatch.observer/filing/0001213900-26-042200.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1739174/000121390026042200/0001213900-26-042200-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1739174/000121390026042200/ea0285346-8k_biomx.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"aggregate purchase price paid at close and 53.8% ($28.0 million) subject to future performance targets, for an aggregate purchase\nconsideration paid to the Sellers of up to $52.0 million: ● 46.2%\n of the aggregate purchase price consists of a cash payment equal to the base purchase price\n of $24.0 million, subject to adjustments for net working capital, cash,","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/948320/000149315225020713/0001493152-25-020713-index.htm","comparable_excerpt":"active engagements with Elbit Systems Ltd (TASE/Nasdaq: ESLT) and other top\nIsrael’s preeminent defense prime contractors. As consideration, the Company issued to Water\nIO: (i) 1,300,000 shares of common stock ; and (ii) a non-convertible promissory note in the amount of $1,250,000 , bearing\ninterest at the short-term applicable federal rate, payable July 7, 2026.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1739174/000121390026042200/0001213900-26-042200-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}