| --- | --- | --- | --- | --- | --- | --- | --- | |-------------------------------|-------|-------|-------------------------------------------------------|-------|-------|-------|-------| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Radically Changing Healthcare | | | | | | | | | | | | with State-of-the-Art Direct-to-Consumer Telemedicine | | | | | | | | | | | | | | | | | | | | | | | Important Cautions Regarding Forward-Looking Statements 2 NA ...

Conversion Labs, Inc. (CVLB) Q3 2020 Earnings Conference Call November 16, 2020 4:30 PM ET Company Participants Justin Schreiber – Chief Executive Officer Juan Piñeiro – Chief Financial Officer Stefan Galluppi – Chief Marketing Officer Conference Call Participants Andrew DeSilva – B. Riley Securities Corey Deutsch – Paradigm Opportunities, LLC John DeMaio – Newbridge Securities Operator Good afternoon. Thank you for joining us today to discuss Conversion Labs Third Quarter Results Ended September 30, 2020. ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2020 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from _________ to _________ Commission file number: 000-55857 CONVERSION LABS, INC. (Exact name of registrant as specified in its charter) (State or other Jurisdictio ...

Conversion Labs Inc (CVLB) Q2 2020 Results Conference Call August 17, 2020 1:00 PM ET Company Participants Justin Schreiber - Chief Executive Officer Juan Piñeiro - Chief Financial Officer Stefan Galluppi - Chief Operating and Technology Officer Conference Call Participants John Formicola - Performance Capital Operator Good afternoon. Thank you for joining us today to discuss Conversion Labs second quarter and first half of 2020 results ended June 30, 2020. Joining us today is the Chief Executive Officer of ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2020 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from _________ to _________ Commission file number: 000-55857 CONVERSION LABS, INC. (Exact name of registrant as specified in its charter) Delaware 76-0238453 (State or ot ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements (unaudited)](index=4&type=section&id=ITEM%201.%20Financial%20Statements%20(unaudited)) Unaudited Q1 2020 financial statements show revenue growth to **$4.3 million** but a widened net loss of **$2.5 million**, with 'going concern' uncertainty [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2020, total assets decreased to **$2.3 million**, while total liabilities increased to **$6.0 million**, resulting in a widened stockholders' deficit of **$3.7 million** Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | March 31, 2020 | December 31, 2019 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $357,877 | $1,106,624 | | Total Current Assets | $1,571,843 | $2,747,102 | | Total Assets | $2,291,048 | $3,446,179 | | **Liabilities & Stockholders' Deficit** | | | | Total Current Liabilities | $4,639,464 | $3,975,442 | | Total Liabilities | $6,000,455 | $4,575,420 | | Total Stockholders' (Deficit) | ($3,709,407) | ($1,129,241) | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q1 2020 net revenues increased **59.5%** to **$4.3 million**, but operating and net losses widened to **$1.7 million** and **$2.5 million** respectively due to higher expenses Q1 2020 vs. Q1 2019 Statement of Operations (Unaudited) | Metric | Three Months Ended March 31, 2020 | Three Months Ended March 31, 2019 | | :--- | :--- | :--- | | Total revenues, net | $4,304,812 | $2,698,990 | | Gross Profit | $2,545,173 | $1,986,545 | | Operating Loss | ($1,740,505) | ($563,369) | | Net loss | ($2,533,544) | ($733,563) | | Basic and Diluted loss per share | ($0.05) | ($0.02) | - Software revenues saw a substantial increase, growing from **$277 thousand** in Q1 2019 to **$1.3 million** in Q1 2020, representing **31%** of total net revenue[13](index=13&type=chunk)[35](index=35&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Q1 2020 operating cash flow was **$661 thousand**, but investing and financing activities, including **$1.64 million** debt repayment, led to a **$748 thousand** overall cash decrease Q1 2020 vs. Q1 2019 Cash Flow Summary (Unaudited) | Activity | Three Months Ended March 31, 2020 | Three Months Ended March 31, 2019 | | :--- | :--- | :--- | | Net cash provided by operating activities | $661,355 | $546,464 | | Net cash (used in) investing activities | ($468,400) | ($500,000) | | Net cash (used in) provided by financing activities | ($941,702) | $15,702 | | **Net (decrease) increase in cash** | **($748,747)** | **$62,166** | | **Cash at end of the period** | **$357,877** | **$242,259** | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's healthcare business, accounting policies, and a 'going concern' warning due to a **$20.2 million** accumulated deficit and low cash, alongside debt and stock disclosures - The company is a direct response healthcare company focusing on Over The Counter (OTC) products and prescription medications through telemedicine[22](index=22&type=chunk) - Management has determined that there is substantial doubt about the Company's ability to continue as a going concern due to its accumulated deficit of approximately **$20.2 million** and its cash balance of **$358 thousand** as of March 31, 2020[25](index=25&type=chunk) - In February 2020, the company repaid convertible notes to Alpha and Brio totaling **$1.29 million** and amended the associated warrants, reducing exercise prices and increasing the number of shares issuable[61](index=61&type=chunk)[75](index=75&type=chunk)[77](index=77&type=chunk) - Subsequent to the quarter end, in May 2020, Alpha and Brio exercised their amended warrants on a cashless basis, resulting in the issuance of over **2.5 million** shares of common stock[95](index=95&type=chunk)[96](index=96&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=ITEM%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes **59.5%** Q1 2020 revenue growth to software and telemedicine, with COVID-19 positively impacting online behavior, but gross margin decreased and net loss widened, highlighting a going concern risk - The company is a direct-to-consumer telemedicine company offering virtual treatment from licensed physicians and home delivery of prescription and OTC products[107](index=107&type=chunk) - The COVID-19 pandemic has driven significant growth, with website traffic to Rex MD and Shapiro MD increasing **371%** and **91%** respectively from Q4 2019 to Q1 2020, and subscription customers for Shapiro MD and Rex MD grew by **96%** and **1,380%** quarter-over-quarter[128](index=128&type=chunk) Q1 2020 vs. Q1 2019 Performance | Metric | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | Revenues | ~$4.3 million | ~$2.7 million | | Gross Profit | ~$2.5 million | ~$2.0 million | | Gross Margin | ~59% | ~74% | | Operating Expenses | ~$4.3 million | ~$2.5 million | | Net Loss | ($2.5 million) | ($0.7 million) | - The company faces a going concern risk, with an accumulated deficit of **$20.4 million** as of March 31, 2020, and will need to increase sales or raise additional capital to fund operations through 2020[145](index=145&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=34&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, Conversion Labs is not required to provide quantitative and qualitative disclosures about market risk[162](index=162&type=chunk) [Controls and Procedures](index=34&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of March 31, 2020, due to material weaknesses including a lack of an audit committee and inadequate segregation of duties - Management evaluated disclosure controls and procedures and concluded they were not effective as of the end of the reporting period[164](index=164&type=chunk) - Material weaknesses identified include: - Lack of a functioning audit committee and majority of outside directors - Inadequate segregation of duties - Insufficient written policies for accounting and financial reporting - Lack of a formal policy for related-party transactions - No written whistleblower policy[168](index=168&type=chunk) [PART II. OTHER INFORMATION](index=34&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=34&type=section&id=ITEM%201.%20Legal%20Proceedings) The company is not currently involved in any litigation expected to have a material adverse effect on its financial condition or operations - The company is not currently involved in any litigation expected to have a material adverse effect on its financial condition or operations[167](index=167&type=chunk) [Risk Factors](index=35&type=section&id=ITEM%201A.%20Risk%20Factors) The company highlights risks associated with managing organizational growth, including personnel recruitment and system improvements, and its reliance on independent consultants and advisors - The company highlights the risk associated with managing its growth, which includes recruiting personnel, improving controls, and managing internal development efforts effectively[170](index=170&type=chunk) - The company relies substantially on independent organizations, advisors, and consultants, and there is no assurance their services will remain available or that qualified replacements can be found[171](index=171&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=36&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) In Q1 2020, the company agreed to sell **5.25 million** common shares for **$840 thousand** and issued **739 thousand** shares via cashless warrant exercise, all exempt from registration - In February and March 2020, the company entered into agreements to sell **5.25 million** shares of common stock for **$840 thousand** in cash consideration, with shares not yet issued as of March 31, 2020[173](index=173&type=chunk)[174](index=174&type=chunk) - In March 2020, Alpha and Brio performed a cashless exercise of warrants, resulting in the issuance of **739 thousand** shares of common stock[174](index=174&type=chunk) [Defaults Upon Senior Securities](index=36&type=section&id=ITEM%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - None[176](index=176&type=chunk) [Mine Safety Disclosures](index=36&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not Applicable[177](index=177&type=chunk) [Other Information](index=36&type=section&id=ITEM%205.%20Other%20Information) Post-quarter, the company raised **$1.25 million** from stock sales, acquired exclusive telehealth platform rights, and amended key executive employment and consulting agreements - In April and May 2020, the company raised an aggregate of approximately **$1.25 million** through unregistered sales of common stock to accredited investors[178](index=178&type=chunk)[179](index=179&type=chunk) - On April 14, 2020, the company entered into an agreement with Auxo Technology Labs to acquire exclusive rights to its telehealth platform for the North American direct-to-consumer market[181](index=181&type=chunk)[182](index=182&type=chunk) - The company entered into or amended employment and consulting agreements for key executives, including the CEO, Chief Acquisition Officer, and Chief Technology Officer, effective in March and April 2020[185](index=185&type=chunk)[186](index=186&type=chunk)[188](index=188&type=chunk) [Exhibits](index=38&type=section&id=ITEM%206.%20Exhibits) The report includes a list of filed exhibits, such as warrant amendments, consulting agreements, and officer certifications - The report includes a list of filed exhibits, such as warrant amendments, consulting agreements, and officer certifications[190](index=190&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2019 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________________________ to __________________________ Commission file number 000-55857 CONVERSION LABS, INC. (Exact name of registrant as specified in its charter) ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from _________ to _________ Commission file number: 000-55857 CONVERSION LABS, INC. (Exact name of registrant as specified in its charter) Delaware 76-0238453 (State or o ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from _________ to _________ Commission file number: 000-55857 CONVERSION LABS, INC. (Exact name of registrant as specified in its charter) Delaware 76-0238453 (State or other ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%2E%20FINANCIAL%20INFORMATION) [Financial Statements (unaudited)](index=4&type=section&id=ITEM%201%2E%20Financial%20Statements%20(unaudited)) This section presents Conversion Labs, Inc.'s unaudited condensed consolidated financial statements for the quarter ended March 31, 2019, covering balance sheets, operations, equity, and cash flows Condensed Consolidated Balance Sheet Highlights | Metric | March 31, 2019 (unaudited) | December 31, 2018 | | :--- | :--- | :--- | | **Total Current Assets** | $1,671,286 | $1,605,070 | | **Total Assets** | $2,626,918 | $2,616,135 | | **Total Current Liabilities** | $2,274,172 | $1,192,397 | | **Total Liabilities** | $2,404,441 | $1,796,397 | | **Total Stockholders' Equity** | $222,477 | $819,738 | Condensed Consolidated Statements of Operations Highlights | Metric | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | | :--- | :--- | :--- | | **Net Sales** | $2,698,990 | $1,606,491 | | **Gross Profit** | $2,021,017 | $1,251,038 | | **Operating Loss** | ($563,369) | ($279,314) | | **Net Income (Loss)** | ($733,563) | $639,974 | | **Basic loss per share from continuing operations** | ($0.02) | ($0.01) | Condensed Consolidated Statements of Cash Flows Highlights | Metric | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $546,464 | $65,928 | | **Net cash (used in) provided by investing activities** | ($500,000) | $190,000 | | **Net cash provided by (used in) financing activities** | $15,702 | ($167,479) | | **Net increase in cash** | $153,527 | $88,449 | - The company's business model is internet-based direct response marketing, selling proprietary and in-licensed products like Shapiro MD (hair care), iNR Wellness MD (immune support), and PDF Simpli (software)[24](index=24&type=chunk) - The company has substantial doubt about its ability to continue as a going concern due to an accumulated deficit of approximately **$12.9 million** and negative cash flows from operations[29](index=29&type=chunk) - In January 2018, the company sold the net assets of its legacy beta glucan business for **$1,000,000**, resulting in a gain on sale of **$744,752**[63](index=63&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=ITEM%202%2E%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations%2E) Management discusses Q1 2019 financial results, highlighting a 68% net sales increase driven by acquisitions and product growth, alongside a net loss due to increased marketing and ongoing going concern doubts - The company's growth strategy includes acquiring or licensing new products, expanding into international markets (with a focus on Asia), and launching a new e-commerce marketing service, Conversion Labs Media LLC[126](index=126&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk) - In Q1 2019, Robert Kalkstein resigned as CFO, effective March 31, 2019, and was replaced by Juan Manuel Piñeiro Dagnery, the former Controller[129](index=129&type=chunk)[132](index=132&type=chunk) [Results of Operations](index=30&type=section&id=Results%20of%20Operations) Net sales increased **68%** to **$2.7 million** in Q1 2019, driven by acquisitions and product growth, but a net loss of **$733,000** resulted from a **69%** rise in operating expenses, primarily marketing Comparison of Operations for the Three Months Ended March 31 | Metric | 2019 | 2018 | | :--- | :--- | :--- | | **Net sales** | $2,698,990 | $1,606,491 | | **Gross profit** | $2,021,017 | $1,251,038 | | **Operating expenses** | $2,584,386 | $1,530,352 | | **Operating (loss)** | ($563,369) | ($279,314) | | **Net (loss) income** | ($733,563) | $639,974 | - The **68%** increase in net sales is mainly attributed to revenue from the acquisition of LegalSimpli and increased investment and sales of the in-licensed Shapiro MD hair loss products[135](index=135&type=chunk) - Operating expenses increased by **69%**, primarily due to a **~$795,000** increase in marketing efforts for the Shapiro MD product line[139](index=139&type=chunk) [Liquidity and Capital Resources](index=31&type=section&id=Liquidity%20and%20Capital%20Resources) The company faces a **$602,886** working capital deficit and negative operating cash flows, raising substantial doubt about its going concern ability and necessitating future equity or debt financing Working Capital Summary | | March 31, 2019 | December 31, 2018 | | :--- | :--- | :--- | | **Current assets** | $1,671,286 | $1,605,070 | | **Current liabilities** | $2,274,172 | $1,192,397 | | **Working capital** | ($602,886) | $412,673 | - The company has substantial doubt about its ability to continue as a going concern due to negative operating cash flows and its working capital deficit[147](index=147&type=chunk)[155](index=155&type=chunk) - Management states that additional funds will be required to implement its growth strategy, which may be raised through equity or debt financing, potentially resulting in further dilution to shareholders[148](index=148&type=chunk)[156](index=156&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=33&type=section&id=ITEM%203%2E%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, Conversion Labs, Inc. is not required to provide quantitative and qualitative disclosures about market risk - The company is not required to provide information on market risk as it qualifies as a smaller reporting company[157](index=157&type=chunk) [Controls and Procedures](index=34&type=section&id=ITEM%204%2E%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of March 31, 2019, due to material weaknesses, with a remediation plan underway to improve internal controls - Management concluded that disclosure controls and procedures were not effective as of the end of the reporting period[160](index=160&type=chunk) - Material weaknesses identified include: lack of a functioning audit committee, inadequate segregation of duties, insufficient written policies for accounting and financial reporting, and no written whistleblower policy[163](index=163&type=chunk) - The company's remediation plan involves searching for qualified independent directors, retaining consulting firms to draft policies, developing a disaster recovery plan, and migrating the accounting functions of LegalSimpli under the company's policies[164](index=164&type=chunk)[166](index=166&type=chunk) [PART II. OTHER INFORMATION](index=36&type=section&id=PART%20II%2E%20OTHER%20INFORMATION) [Legal Proceedings](index=36&type=section&id=ITEM%201%2E%20Legal%20Proceedings) The company is not currently involved in any litigation expected to have a material adverse effect on its financial condition or operations - As of the report date, the company is not involved in any litigation expected to have a material adverse effect[168](index=168&type=chunk) [Risk Factors](index=36&type=section&id=ITEM%201A%2E%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's 2018 Annual Report on Form 10-K - There are no material changes to the risk factors previously disclosed in the 2018 Form 10-K[169](index=169&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=36&type=section&id=ITEM%202%2E%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) In Q1 2019, the company issued **1,000,000** restricted shares to JLS Ventures, LLC, **100,000** restricted shares for a note, and granted a **500,000** share option to the new CFO - On January 1, 2019, the Company issued **1,000,000** shares of restricted stock to JLS Ventures, LLC[170](index=170&type=chunk) - On February 27, 2019, the Company issued **100,000** restricted shares of common stock to a note holder as part of a short-term note agreement[170](index=170&type=chunk) - On April 1, 2019, the Company granted its new CFO, Juan Manuel Piñeiro Dagnery, an option to purchase **500,000** shares at an exercise price of **$0.23** per share[171](index=171&type=chunk) [Defaults Upon Senior Securities](index=36&type=section&id=ITEM%203%2E%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - None[173](index=173&type=chunk) [Mine Safety Disclosures](index=36&type=section&id=ITEM%204%2E%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - Not Applicable[174](index=174&type=chunk) [Other Information](index=36&type=section&id=ITEM%205%2E%20Other%20Information) No other information required to be disclosed under this item has not been previously reported - No other information is required to be disclosed[175](index=175&type=chunk) [Exhibits](index=37&type=section&id=ITEM%206%2E%20Exhibits) This section lists exhibits filed with the Form 10-Q, including material agreements and Sarbanes-Oxley Act certifications - The report includes exhibits such as material agreements and certifications by the Principal Executive Officer and Principal Financial Officer as required by the Sarbanes-Oxley Act[177](index=177&type=chunk)