false 0000025743 0000025743 2022-04-14 2022-04-14

 

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): April 14, 2022

 

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.)

 

951 Yamato Road, Suite 220 Boca Raton, FL 33431

(Address of Principal Executive Office) (Zip Code)

 

Registrant’s telephone number, including area code:  (561) 961-1900

 

Not Applicable

(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:

 

☐	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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share	TXMD	The Nasdaq Stock Market LLC

 

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

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. ☐

 

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Item 2.01Completion of Acquisition or Disposition of Assets.

On April 14, 2022, TherapeuticsMD, Inc., a Nevada corporation (the “Company”), completed the sale of all of the issued and outstanding capital stock (the “Divestiture”) of vitaCare Prescription Services, Inc., a Florida corporation and previously a wholly-owned subsidiary of the Company (“vitaCare”), to GoodRx, Inc. (“GoodRx”), a Delaware corporation and wholly-owned subsidiary of GoodRx Holdings, Inc., pursuant to that certain Stock Purchase Agreement, dated March 6, 2022, by and between the Company and GoodRx (the “Purchase Agreement”). As consideration for the Divestiture, GoodRx paid the Company approximately $150 million in cash, subject to adjustment as provided in the Purchase Agreement and customary holdbacks. In addition, the Purchase Agreement provides that the Company may receive up to an additional $7 million in earn-out consideration, contingent upon vitaCare’s financial performance through 2023, in accordance with the terms thereof.

The foregoing description of the Divestiture is not complete and is qualified in its entirety by the full text of the Purchase Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 10, 2022 (the “Prior Report”) and is incorporated herein by reference.

Item 2.04

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

As described in Prior Report, which is incorporated into this Item 2.04 by reference, the Company entered into Amendment No. 9 (the “Amendment”) to that certain Financing Agreement, dated as of April 24, 2019, with Sixth Street Specialty Lending, Inc., as administrative agent, the various lenders from time to time party thereto (the “Lenders”), and certain of the Company’s subsidiaries party thereto from time to time as guarantors (the “Financing Agreement”).  Pursuant to the Amendment, the Company agreed to pay to the Lenders as a prepayment of the loans under the Financing Agreement the first $120 million of net proceeds from the Divestiture and all net proceeds of the Divestiture in excess of $135 million, and in connection with the closing of the Divestiture, the Company prepaid $120 million of the loans under the Financing Agreement on April 14, 2022 (the “Prepayment”).

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, which was filed as Exhibit 10.1 to the Prior Report and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(b)Pro forma financial information.

The unaudited pro forma condensed consolidated financial information of the Company giving effect to the Divestiture and the Prepayment is filed as Exhibit 99.1 hereto and incorporated herein by reference.

(d)Exhibits.

Exhibit Index
Exhibit No.	Description
99.1	Pro Forma Financial Statements with Respect to Disposition of vitaCare Prescription Services, Inc.
104	Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document).

 

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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:  April 20, 2022		THERAPEUTICSMD, INC.
		/s/ Michael C. Donegan
		Michael C. Donegan
		Interim Chief Financial Officer, Chief Accounting Officer and Vice President Finance

 

 

Exhibit 99.1

 

Unaudited Pro Forma Condensed Consolidated Financial Information

Overview

On April 14, 2022, TherapeuticsMD, Inc., a Nevada corporation (the “Company”), pursuant to a stock purchase agreement (the “Purchase Agreement”), dated as of March 6, 2022, with GoodRx, Inc. (“GoodRx”), a Delaware corporation and previously a wholly-owned subsidiary of GoodRx Holdings, Inc., completed the divestiture of vitaCare Prescription Services, Inc., a Florida corporation and wholly-owned subsidiary of the Company (“vitaCare”), with the sale of all of the issued and outstanding capital stock of vitaCare to GoodRx. The transactions contemplated by the Purchase Agreement are referred to herein as the “Divestiture.” The purchase consideration was comprised of a cash payment of $150.0 million paid at closing, subject to certain escrow, minimum net working capital, and other adjustments. The Company received estimated proceeds of $129.4 million at closing, net of estimated transaction expenses of $8.3 million, certain escrow amounts of $11.25 million and working capital adjustments. The Company used $120.0 million of the net proceeds to repay part of the Company’s borrowings under that certain Financing Agreement, dated as of April 24, 2019, as amended, with Sixth Street Specialty Lending, Inc., as administrative agent, the various lenders from time to time party thereto (the “Lenders”), and certain of the Company’s subsidiaries party thereto from time to time as guarantors (the “Financing Agreement”). The Company remains eligible to receive an additional $7.0 million in cash consideration for the Divestiture contingent on vitaCare’s financial performance through 2023 in accordance with the terms of the Purchase Agreement.

The Divestiture does not meet the criteria requiring discontinued operations presentation in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Divestiture is considered a disposition of a significant business under Item 2.01 of Form 8-K. As a result, the Company prepared the accompanying unaudited pro forma condensed consolidated financial statements included herein in accordance with Article 11 of Regulation S-X and based on historical financial information of the Company.

The accompanying unaudited pro forma condensed consolidated balance sheet gives effect to the Divestiture as if it had occurred on December 31, 2021, the end of the most recent period for which a balance sheet is required. The accompanying unaudited pro forma condensed consolidated statement of operations for year ended December 31, 2021 gives effect to the Divestiture as if it had occurred on January 1, 2021.

The accompanying unaudited pro forma condensed consolidated financial information includes pro forma adjustments that are directly attributable to the Divestiture and are factually supportable. Pro forma adjustments are presented for informational purposes only and are described in the accompanying notes based on information and assumptions currently available at the time of the filing of the Current Report on Form 8-K to which the unaudited pro forma condensed consolidated financial information is included as an exhibit (the “8-K”). The unaudited pro forma condensed consolidated financial information is not necessarily indicative of what the Company’s results of operations or financial condition would have been had the Divestiture been completed on the dates indicated above. In addition, it is not necessarily indicative of the Company’s future results of operations or financial condition and does not reflect all actions that have been or may be taken by the Company following the Divestiture.

The accompanying unaudited pro forma condensed consolidated financial information should be read in conjunction with the audited consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 10-K”).

 

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TherapeuticsMD, Inc. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of December 31, 2021

(In thousands except per share amounts)

 

 

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

 

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TherapeuticsMD, Inc. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Statement of Operations

Year Ended December 31, 2021

(In thousands, except per share amounts)

 

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

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TherapeuticsMD, Inc. and Subsidiaries

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

The unaudited pro forma condensed consolidated financial information is based on the Company’s historical consolidated financial statements as adjusted to give effect to the transaction accounting adjustments in accordance with GAAP to reflect the Divestiture.

The Divestiture does not meet the criteria requiring discontinued operations presentation in accordance with U.S. GAAP. The Divestiture is considered a disposition of a significant business under Item 2.01 of Form 8-K. As a result, the Company prepared the unaudited pro forma condensed consolidated financial statements included herein, which were prepared in accordance with Article 11 of Regulation S-X and are based on historical financial information of the Company. The historical consolidated financial information has been adjusted in the accompanying unaudited pro forma condensed consolidated financial statements to give effect to pro forma events that are (i) directly attributable to the Divestiture and (ii) factually supportable. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations.

The accompanying unaudited pro forma condensed consolidated financial information includes pro forma adjustments that are directly attributable to the Divestiture and are factually supportable. Pro forma adjustments are presented for informational purposes only and are described in the accompanying notes based on information and assumptions currently available at the time of the filing of the Current Report on Form 8-K with which unaudited pro forma condensed consolidated financial information is included as an exhibit. The unaudited pro forma condensed consolidated financial information is not necessarily indicative of what the Company’s results of operations or financial condition would have been had the Divestiture been completed on the dates indicated below. In addition, it is not necessarily indicative of the Company’s future results of operations or financial condition and does not reflect all actions that have been or may be taken by the Company following the Divestiture.

The accompanying unaudited pro forma condensed consolidated financial statements are based on the audited consolidated financial statements and accompanying notes included in the 2021 10-K . The unaudited pro forma condensed consolidated balance sheet as of December 31, 2021 gives effect to the Divestiture as if it had occurred on December 31, 2021. The unaudited pro forma condensed consolidated statement of operations for year ended December 31, 2021 gives effect to the Divestiture as if it had occurred on January 1, 2021.

 

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