UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 25, 2017
| TherapeuticsMD, Inc. |
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 001-00100 | 87-0233535 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS
Employer Identification No.) |
6800 Broken Sound Parkway NW, Third Floor Boca Raton, FL 33487 |
| (Address of Principal Executive Office) (Zip Code) |
Registrant’s telephone number, including area code: (561) 961-1900
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230-405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 3.01 | Notice of Delisting of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On September 25, 2017, TherapeuticsMD, Inc., a Nevada corporation (the “Company”), in accordance with authority granted by the Company’s board of directors, provided written notice to the NYSE American LLC (the “NYSE American”) of its intention to voluntarily delist its common stock, par value $0.001 per share (the “Common Stock”), from the NYSE American and to transfer the listing of its Common Stock to the Nasdaq Global Select Market of The Nasdaq Stock Market LLC (the “Nasdaq”). The Company expects the listing and trading of its Common Stock on the NYSE American will cease at market close on October 8, 2017 and that trading of its Common Stock will commence on the Nasdaq on October 9, 2017. The Common Stock has been approved for listing on the Nasdaq, with the Common Stock continuing to trade under the symbol “TXMD.”
| Item 7.01 | Regulation FD Disclosure. |
On September 25, 2017, the Company issued a press release announcing the transfer of its Common Stock listing to the Nasdaq. The press release is furnished as Exhibit 99.1 hereto. The information included in this Item 7.01 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. | ||
| Exhibit Number |
Description | ||
| 99.1 | Press Release from TherapeuticsMD, Inc., dated September 25, 2017, entitled “TherapeuticsMD Announces Move to Nasdaq Global Select Market”. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 25, 2017 | THERAPEUTICSMD, INC. | ||
| By: | /s/ Daniel A. Cartwright | ||
| Name: | Daniel A. Cartwright | ||
| Title: | Chief Financial Officer | ||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press Release from TherapeuticsMD, Inc., dated September 25, 2017, entitled “TherapeuticsMD Announces Move to Nasdaq Global Select Market”. |
Exhibit 99.1
FOR IMMEDIATE RELEASE
TherapeuticsMD Announces Move to Nasdaq Global Select Market
BOCA RATON, Fla. – September 25, 2017 – TherapeuticsMD, Inc. (NYSE American: TXMD), an innovative women’s healthcare company, today announced that it will voluntarily move its stock exchange listing to the Nasdaq Global Select Market from the NYSE American LLC. The Company expects its common stock will begin trading on the Nasdaq Global Select Market on October 9, 2017 and its shares will continue to trade under the ticker symbol “TXMD”.
“Nasdaq is a great fit for TherapeuticsMD and represents the home of the world’s leading publicly traded biopharmaceutical companies,” said Robert G. Finizio, CEO of TherapeuticsMD. “We believe this move will enhance TherapeuticsMD’s visibility to all types of institutional investors and provide efficient liquidity for our shareholders.”
“We are proud to welcome TherapeuticsMD to Nasdaq’s family of the world’s largest and most innovative companies,” said Nelson Griggs, President of the Nasdaq Stock Exchange. “A Nasdaq listing will give TherapeuticsMD exposure to leading indexes in the investment community and will join other great pharmaceutical and biotechnology companies on Nasdaq. We look forward to working with and supporting TherapeuticsMD as it grows and achieves new milestones in women’s health.”
The Company has notified the NYSE American that it will voluntarily delist its common stock from the NYSE American. The last day of trading of the Company’s common stock on the NYSE American is expected to be on October 8, 2017. Until the Company’s common stock begins trading on Nasdaq, the Company’s common stock will continue to trade on the NYSE American under the ticker symbol “TXMD”.
About TherapeuticsMD, Inc.
TherapeuticsMD, Inc. is an innovative healthcare company focused on developing and commercializing products exclusively for women. With its SYMBODA™ technology, TherapeuticsMD is developing advanced hormone therapy pharmaceutical products to enable delivery of bio-identical hormones through a variety of dosage forms and administration routes. The company’s late stage clinical pipeline includes two phase 3 product candidates: TX-001HR for treatment of moderate-to-severe vasomotor symptoms (VMS) due to menopause and TX-004HR for treatment of moderate-to-severe vaginal pain during sexual intercourse (dyspareunia), a symptom of vulvar and vaginal atrophy (VVA) due to menopause. The company also manufactures and distributes branded and generic prescription prenatal vitamins under the vitaMedMD® and BocaGreenMD® brands.
Forward-Looking Statements
This press release by TherapeuticsMD, Inc. may contain forward-looking statements. Forward-looking statements may include, but are not limited to, statements relating to TherapeuticsMD’s objectives, plans and strategies as well as statements, other than historical facts, that address activities, events or developments that the company intends, expects, projects, believes or anticipates will or may occur in the future. These statements are often characterized by terminology such as “believes,” “hopes,” “may,” “anticipates,” “should,” “intends,” “plans,” “will,” “expects,” “estimates,” “projects,” “positioned,” “strategy” and similar expressions and are based on assumptions and assessments made in light of management’s experience and perception of historical trends, current conditions, expected future developments and other factors believed to be appropriate. Forward-looking statements in this press release are made as of the date of this press release, and the company undertakes no duty to update or revise any such statements, whether as a result of new information, future events or otherwise. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, many of which are outside of the company’s control. Important factors that could cause actual results, developments and business decisions to differ materially from forward-looking statements are described in the sections titled “Risk Factors” in the company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as well as reports on Form 8-K, and include the following: the company’s ability to resolve the deficiencies identified by the FDA in the company’s new drug application for its TX-004HR product candidate and the time frame associated with such resolution; whether the company will be able to prepare an amended NDA for its TX-004HR product candidate and, if prepared, whether the FDA will accept and approve the NDA; the company’s ability to maintain or increase sales of its products; the company’s ability to develop and commercialize its hormone therapy drug candidates and obtain additional financing necessary therefor; whether the company will be able to prepare an NDA for its TX-001HR product candidate and, if prepared, whether the FDA will accept and approve the NDA; the length, cost and uncertain results of the company’s clinical trials, including any additional clinical trials that the FDA may require in connection with TX-004HR; the potential of adverse side effects or other safety risks that could preclude the approval of the company’s hormone therapy drug candidates; the company’s reliance on third parties to conduct its clinical trials, research and development and manufacturing; the availability of reimbursement from government authorities and health insurance companies for the company’s products; the impact of product liability lawsuits; the influence of extensive and costly government regulation; the volatility of the trading price of the company’s common stock and the concentration of power in its stock ownership; and the transfer of the company’s stock listing from the NYSE American to the Nasdaq Global Select Market. PDF copies of the company’s historical press releases and financial tables can be viewed and downloaded at its website: www.therapeuticsmd.com/pressreleases.aspx.
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Investor Contact
David DeLucia
Director, Investor Relations
561-961-1900
David.DeLucia@TherapeuticsMD.com