SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
of Report (date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of
|(IRS Employer Identification No.)|
|(Address of principal executive office) (zip code)|
telephone number, including area code:
|(Former name or former address, if changed since last report.)|
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:
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol||Name of each exchange on which registered|
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).
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 1.01||Entry into a Material Definitive Agreement.|
On December 27, 2019, TherapeuticsMD, Inc., a Nevada corporation (the “Company”), together with the Company’s subsidiaries, entered into Amendment No. 1 (the “Amendment”) to that certain Financing Agreement, dated as of April 24, 2019 (the “Financing Agreement”), by and among the Company, certain of the Company’s subsidiaries party thereto from time to time as guarantors, TPG Specialty Lending, Inc., as administrative agent (the “Administrative Agent”), and the various lenders from time to time party thereto.
The Financing Agreement provides a $300 million first lien secured term loan credit facility (the “Facility”) with availability to the Company in three tranches: (i) $200 million was drawn by the Company upon entering into the Financing Agreement; (ii) $50 million would have been available to the Company upon the designation of the Company’s ANNOVERATM product as a new category of birth control by the U.S. Food and Drug Administration (the “FDA”) on or prior to December 31, 2019 and satisfaction (or waiver) of other customary conditions precedent (the “Delayed Draw A-1 Term Loan”); and (iii) $50 million will be available to the Company upon the Company achieving $11 million in net revenues from the Company’s IMVEXXY®, BIJUVATM, and ANNOVERATM products for the fourth quarter of 2019 and satisfaction (or waiver) of other customary conditions precedent (the “Delayed Draw A-2 Term Loan”).
The Amendment (i) amends the conditions precedent to the Delayed Draw A-1 Term Loan by (x) eliminating the requirement that ANNOVERA™ be designated as a new category of birth control by the FDA and (y) providing that the Administrative Agent may make available to the Company the Delayed Draw A-1 Term Loan in the Administrative Agent’s sole and absolute discretion either contemporaneously with the delivery of the Company’s financial statements for the fiscal quarter ending June 30, 2020 or at such earlier date as the Administrative Agent shall have consented to; and (ii) extends the commitment termination date for the Delayed Draw A-1 Term Loan from January 23, 2020 to September 22, 2020 ((or such later date as may be consented to by the Required Lenders (as defined in the Financing Agreement) in their sole discretion).
Except as specifically amended by the Amendment, the terms and conditions of the Financing Agreement remain in full force and effect, including the conditions precedent for the Company to draw the Delayed Draw A-2 Term Loan.
The foregoing summary of the terms of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2019.
|Item 7.01||Regulation FD Disclosure.|
On December 30, 2019, the Company issued a press release announcing the entrance into the Amendment. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 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 (the “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.|
Press Release from TherapeuticsMD, Inc., dated December 30, 2019, entitled TherapeuticsMD Announces Amendment to Term Loan Financing Facility with TPG Sixth Street Partners.
|104||Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document).|
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:||December 30, 2019||By:||/s/ Daniel A. Cartwright|
Daniel A. Cartwright
Chief Financial Officer
FOR IMMEDIATE RELEASE
TherapeuticsMD Announces Amendment to
Term Loan Financing Facility with TPG Sixth Street Partners
- Amendment revises draw trigger for $50 million loan tranche previously tied to ANNOVERATM designation -
BOCA RATON, Fla., December 30, 2019 – TherapeuticsMD, Inc. (NASDAQ: TXMD), an innovative, leading women’s healthcare company, today announced that the Company and TPG Sixth Street Partners (“Sixth Street”) have amended the terms of the Company’s existing term loan financing facility to revise the draw trigger for one of the two $50 million delayed draw loan tranches thereunder.
The terms of the amendment no longer require that ANNOVERA be designated as a new category of birth control by the U.S. Food and Drug Administration for the Company to draw the loan tranche. As amended, the $50 million loan tranche may be made available to the Company at Sixth Street’s sole and absolute discretion either contemporaneously with the delivery of the Company’s financial statements for the fiscal quarter ending June 30, 2020 or at such earlier date as Sixth Street may consent to.
All other terms and conditions of the facility remain in full force and effect, including the conditions for the Company to draw the other $50 million loan tranche thereunder upon the Company achieving $11 million in net revenues from IMVEXXY®, BIJUVA® and ANNOVERA for the fourth quarter of 2019.
“We are pleased that our lenders continue to be supportive and demonstrate confidence in our business as we progress toward the full commercial launch of ANNOVERA in the first quarter of 2020,” said Robert G. Finizio, CEO of TherapeuticsMD.
About TherapeuticsMD, Inc.
TherapeuticsMD, Inc. is an innovative, leading healthcare company, focused on developing and commercializing novel products exclusively for women. Our products are designed to address the unique changes and challenges women experience through the various stages of their lives with a therapeutic focus in family planning, reproductive health, and menopause management. The company is committed to advancing the health of women and championing awareness of their healthcare issues. To learn more about TherapeuticsMD, please visit www.therapeuticsmd.com or follow us on Twitter: @TherapeuticsMD and on Facebook: TherapeuticsMD.
About TPG Sixth Street Partners
TPG Sixth Street Partners is a global finance and investment business with over $33 billion in assets under management. Co-founded in 2009 by Managing Partner Alan Waxman and Sixth Street’s management team, the firm’s long-term oriented, highly flexible capital base allows it to invest across industries, geographies, capital structures and asset classes. Sixth Street focuses on partnering with businesses and management teams to create fully committed financing solutions. TPG Sixth Street Partners is in a strategic partnership with TPG, the global alternative asset firm. For more information, visit www.tssp.com.
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 maintain or increase sales of its products; the company’s ability to develop and commercialize IMVEXXY®, ANNOVERA™, BIJUVA® and its hormone therapy drug candidates and obtain additional financing necessary therefor; whether the company will be able to comply with the covenants and conditions under its term loan facility, including the conditions to draw additional tranches thereunder; the potential of adverse side effects or other safety risks that could adversely affect the commercialization of the company’s current or future approved products or preclude the approval of the company’s future drug candidates; the length, cost and uncertain results of future clinical trials; the company’s reliance on third parties to conduct its manufacturing, research and development and clinical trials; the ability of the company’s licensees to commercialize and distribute the company’s products; 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. 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.
Vice President, Investor Relations
561-961-1900, ext. 2088