UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 11, 2023, TherapeuticsMD, Inc., a Nevada corporation (the “Company”), terminated that certain amended and restated employment agreement, dated November 24, 2020, by and between the Company and Mr. Michael Donegan, the Company’s Interim Chief Financial Officer, Chief Accounting Officer and Vice President Finance (the “Employment Agreement”). The termination, effective as of December 30, 2022, is a termination without “Good Cause,” as defined in the Employment Agreement. Mr. Donegan is entitled to receive the separation benefits provided therein upon his execution of a general release of all claims against the Company and its affiliates, which include (i) his annual base salary for a period of twelve (12) months, (ii) an amount equal to his targeted annual bonus award for 2022, (iii) COBRA benefits for a period of twenty-four (24) months, (iv) all unvested equity compensation, including performance-based equity at target level achievement, held by Mr. Donegan will vest as of the effective date of such termination, and (v) payment for accrued but unused paid time off consistent with the Company’s policies and procedures therefor in effect (the “Separation Benefits”). In addition to the Separation Benefits, Mr. Donegan is eligible to receive the fourth tranche of his performance bonus ($67,500) awarded under the Company’s 2022 Executive Retention and Performance Bonus Plan (the “ERB-Plan”) payable within 60 days following termination and the second tranche of his performance bonus ($67,500) awarded under the ERB-Plan, in exchange for providing transition assistance to the Company through March 31, 2023, to be paid in a single lump sum within thirty (30) days following the end of the transition period.
Mr. Donegan is continuing to serve as the Company’s Principal Financial Officer and Principal Accounting Officer in a consulting capacity.
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: January 18, 2023 | THERAPEUTICSMD, INC. | |||||
| /s/ Marlan Walker | ||||||
| Marlan Walker | ||||||
| Chief Executive Officer | ||||||