0001193125-23-145064 | 10-Q | XBRL Viewer

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Discontinued Operations - Additional Information (Details) - Annoveras - Discontinued Operations - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2022
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
General and administrative operating support expense		$ 0
License payment received		140,000,000
Cash received for acquisition of net working capital subject to certain adjustments		12,100,000
Revenue from transaction	$ 18,638,000
Mayne License
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Revenue from transaction		$ 1,000,000

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Beginning balance, value at Dec. 31, 2021	$ (93,621)	$ 9	$ 957,730	$ (1,051,360)
Beginning balance, shares at Dec. 31, 2021		8,598,000
Shares issued for vested restricted stock units (in shares)		71,000
Share-based compensation	2,062		2,062
Net loss	(49,021)			(49,021)
Ending balance, value at Mar. 31, 2022	(140,580)	$ 9	959,792	(1,100,381)
Ending balance, shares at Mar. 31, 2022		8,669,000
Beginning balance, value at Dec. 31, 2022	$ 35,143	$ 9	974,497	(939,363)
Beginning balance, shares at Dec. 31, 2022	9,498,000	9,498,000
Shares issued for vested stock compensation and warrants	$ 1	$ 1
Shares issued for vested stock compensation and warrants , shares		455,000
Share-based compensation	483		483
Net loss	(3,603)			(3,603)
Ending balance, value at Mar. 31, 2023	$ 32,024	$ 10	$ 974,980	$ (942,966)
Ending balance, shares at Mar. 31, 2023	9,548,000	9,953,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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+ Details

Stockholders' equity (deficit) - Schedule of Performance Stock Units (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands

3 Months Ended

Mar. 31, 2023

Dec. 31, 2022

PSUs Awards Outstanding [Member]

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Beginning balance, number of shares

100

Vested and settled, number of shares

(81)

Ending balance, number of shares

^[1]

Beginning balance, weighted average grant date fair value

$ 42.3

Vested and settled, weighted average grant date fair value

39.95

Ending balance, weighted average grant date fair value

$ 52.15

Aggregate intrinsic value

$ 72

$ 558

Aggregate intrinsic value, vested and settled

$ 450

PSUs Awards Vested and Not Settled [Member]

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Beginning balance, number of shares

Vested and settled, number of shares

(81)

Ending balance, number of shares

Beginning balance, weighted average grant date fair value

$ 39.95

Vested and settled, weighted average grant date fair value

39.95

Ending balance, weighted average grant date fair value

$ 56.05

Aggregate intrinsic value

$ 19

$ 450

Aggregate intrinsic value, vested and settled

$ 450

[1]	The number of PSUs represents the base number of PSUs that will vest.

Prepaid and other current assets (Tables)

3 Months Ended

Mar. 31, 2023

Prepaid Expense and Other Assets, Current [Abstract]

Schedule of prepaid and other current assets

Our prepaid and other current assets consisted of the following as of March 31, 2023 and December 31, 2022 (in thousands):


	March 31, 2023		December 31, 2022
Insurance	$	1,608	$	1,167
Capitalized legal		2,334		2,334
Other		1,504		2,533

Prepaid and other current assets	$	5,446	$	6,034

Fixed assets (Tables)

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Summary of Fixed Assets, Net

Our fixed assets, net consisted of the following as of March 31, 2023 and December 31, 2022 (in thousands):


	March 31, 2023		December 31, 2022
Furniture and fixtures	$	931	$	931
Computer and office equipment		1,167		1,168
Computer software		375		375
Leasehold improvements		49		49

Fixed assets		2,522		2,523
Less: accumulated depreciation and amortization		2,464		2,445

Fixed assets, net	$	58	$	78

Discontinued Operations - Schedule of Consolidated Statements of Discontinued Assets and Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current liabilities:
Total current liabilities	$ 2,650	$ 25,831
Annoveras \| Discontinued Operations
Current liabilities:
Accounts payable	828	12,243
Accrued expenses and other current liabilities	1,822	13,588
Total current liabilities	$ 2,650	$ 25,831

- Definition

Amount classified as liabilities attributable to disposal group held for sale or disposed of, expected to be disposed of within one year or the normal operating cycle, if longer.

+ References + Details

Licensed rights and other intangible assets - Summary of Information about License Rights and Other Intangible Assets, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross Carrying Amount	$ 8,160	$ 8,220
Finite-Lived Intangible Assets, Accumulated Amortization	1,604	1,598
Finite-Lived Intangible Assets, Net	6,556	6,622
Intangible assets, net, Gross Carrying Amount (Excluding Goodwill)	8,481	8,541
License rights and other intangible assets, net	6,877	6,943
Hormone therapy drug patents [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross Carrying Amount	6,224	6,225
Finite-Lived Intangible Assets, Accumulated Amortization	1,604	1,598
Finite-Lived Intangible Assets, Net	4,620	4,627
Hormone therapy drug candidate patents applied and pending [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross Carrying Amount	1,936	1,995
Finite-Lived Intangible Assets, Net	1,936	1,995
Trademarks/trade name rights [Member]
Finite-Lived Intangible Assets [Line Items]
Indefinite-Lived Intangible Assets, Gross Carrying Amount and Net	$ 321	$ 321

Fixed assets - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation	$ 0.0	$ 0.1

Stockholders' equity (deficit) (Tables)

3 Months Ended

Mar. 31, 2023

Summary of our Outstanding and Exercisable Warrants and Related Transactions

As of March 31, 2023, the following table summarizes the status of our outstanding and exercisable warrants and related transactions since December 31, 2022 (in thousands, except weighted average exercise price and weighted average remaining contractual life data):


	Warrants			Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Life (in Years)
As of January 1, 202 3		536		$	13.10	$	2,427		9.3
Exercised		(310	)
Expired		(2	)
As of March 31, 2023		225		$	31.26	$	467		8.5

Summary of Stock Option Activity

The following table summarizes the status of our outstanding and exercisable options and related transactions (each adjusted to account for the Reverse Stock Split) since December 31, 2022 (in thousands, except weighed average exercise price and weighted average remaining contractual life data):


	Outstanding									Exercisable
	Options Awards			Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Life (in Years)		Options Awards			Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Life (in Years)
As of January 1, 2023		172		$	228.28		—		3.6		170		$	229.43		—		3.6
Granted		—			—		—				—			—		—
Exercised		—			—		—				—			—		—
Cancelled/Forfeited		—			—						—			—
Expired		(69	)		219.07						(69	)		219.07

As of March 31, 2023		103		$	234.32		—		2.7		101		$	236.66		—		2.7

Restricted Stock Units [Member]

Schedule of RSUs and PSUs

The following table summarizes the status of our RSUs and related transactions (each adjusted to account for the Reverse Stock Split) since December 31, 2022 (in thousands, except weighed average grant date fair value):


	RSUs awards outstanding								RSUs awards vested and not settled
	RSUs			Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value			RSUs			Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
As of January 1, 2023		246		$	29.64	$	1,376			189		$	26.28	$	1,059
Granted		120			5.12					50			5.12
Vested and settled		(189	)		26.28		(1,559	)		(189	)		26.28		(1,559	)
Cancelled/Forfeited		—			—					—			—

As of March 31, 2023		177		$	8.15	$	663			53		$	6.85	$	199

Performance Shares Units [Member]

Schedule of RSUs and PSUs

The following table summarizes the status of our PSU and related transactions for each for the following years (each adjusted to account for the Reverse Stock Split) since December 31, 2022 (in thousands, except weighed average grant date fair value):


	Outstanding							Vested and not settled
	PSUs			Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value		PSUs			Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
As of January 1, 2023		100		$	42.30	$	558		81		$	39.95	$	450
Granted		—			—				—			—		`
Vested and settled		(81	)		39.95		450		(81	)		39.95		450
Cancelled/Forfeited		—			—				—			—

As of March 31, 2023		19	(1)	$	52.15	$	72		5		$	56.05	$	19

(1)	The number of PSUs represents the base number of PSUs that will vest.

Income Taxes - Additional Information (Details)	3 Months Ended
Income Taxes - Additional Information (Details)	Mar. 31, 2023	Mar. 31, 2022
Operating Loss Carryforwards [Line Items]
Percentage of provision for income, discontinued operations	0.00%	0.00%

Discontinued Operations - Schedule of Consolidated Statements of Discontinued Operations (Details) - Annoveras - Discontinued Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Revenue from transaction		$ 18,638
Cost of goods sold		4,165
Gross profit		14,473
Operating expenses:
Selling and marketing		18,895
General and administrative	$ 335	2,515
Research and development		1,400
Depreciation and amortization		17
Total operating expenses	335	22,827
Operating profit (loss) from discontinued operations	(335)	(8,354)
Other (expense) income:
Other income (expense), net	(958)	(22,792)
Total other income (expense), net	(958)	(22,792)
Net income (loss) from discontinued operations	$ (1,293)	$ (31,146)

Stockholders' equity (deficit) - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Equity [Abstract]
Options awards outstanding, Beginning balance	172
Options awards outstanding, Expired	(69)
Options awards outstanding, Ending balance	103	172
Options awards outstanding, weighted average exercise price, Beginning balance	$ 228.28
Options awards outstanding, weighted average exercise price, Expired	219.07
Options awards outstanding, weighted average exercise price, Ending balance	$ 234.32	$ 228.28
Options awards outstanding, aggregate intrinsic value	$ 0
Options awards outstanding, Weighted Average Remaining Contractual Life (in Years)	2 years 8 months 12 days	3 years 7 months 6 days
Options awards exercisable, Beginning balance	170
Options awards exercisable, Expired	(69)
Options awards exercisable, Ending balance	101	170
Options awards exercisable, weighted average exercise price, Beginning balance	$ 229.43
Options awards exercisable, weighted average exercise price, Expired	219.07
Options awards exercisable, weighted average exercise price, Ending balance	$ 236.66	$ 229.43
Options awards exercisable, Aggregate Intrinsic Value	$ 0
Options awards exercisable, Weighted Average Remaining Contractual Life (in Years)	2 years 8 months 12 days	3 years 7 months 6 days

Accrued expenses and other current liabilities - Schedule of Other Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Payroll and related costs	$ 3,822	$ 8,748
Accrued contract termination costs	5,078	4,700
Research and development expenses		978
Professional fees	623	415
Operating lease liabilities	1,441	1,390
Prepaid royalty	1,061	1,011
Other accrued expenses and current liabilities	2,335	1,604
Accrued expenses and other current liabilities	$ 14,360	$ 18,846

Business concentrations	3 Months Ended
Business concentrations	Mar. 31, 2023
Risks and Uncertainties [Abstract]
Business concentrations	13. Business concentrations TherapeuticsMD was previously a women’s healthcare company with a mission of creating and commercializing innovative products to support the lifespan of women from pregnancy prevention through menopause. In December 2022, we changed our business to become a pharmaceutical royalty company, currently receiving royalties on products licensed to pharmaceutical organizations that possess commercial capabilities in the relevant territories. As part of the transformation that included the Mayne License Agreement, historical results of commercial operations for all periods prior to the Closing Date have been reflected as discontinued operations in our condensed consolidated financial statements. Assets and liabilities associated with the commercial business are classified as assets and liabilities of discontinued operations in our condensed consolidated balance sheets. Additional disclosures regarding discontinued operations are provided in Note 2. For the three months ended March 31, 2023, 100% of license revenue related to Mayne Pharma and Theramex. As of March 31, 2023, we had a royalty receivable of $2.0 million relating to the short-term portion of receivable from Mayne Pharma and Theramex and $20.3 million relating to the long-term portion of royalty receivable which includes royalties recognized from the minimum annual royalty that Mayne Pharma is obligated to pay to us under the Mayne License Agreement. As of March 31, 2023, we also recorded $1.1 million in prepaid royalties that we received from Mayne Pharma which were recorded in accrued expenses and other current liabilities.

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 17,248	$ 38,067
Restricted cash		11,250
Royalty receivable, current portion	2,041
Prepaid and other current assets	5,446	6,034
Total current assets	24,735	55,351
Fixed assets, net	58	78
License rights and other intangible assets, net	6,877	6,943
Right of use assets	7,406	7,580
Royalty receivable, long term	20,272	20,253
Other non-current assets	253	253
Total assets	59,601	90,458
Current liabilities:
Accounts payable	2,326	2,162
Accrued expenses and other current liabilities	14,360	18,846
Current liabilities of discontinued operations	2,650	25,831
Total current liabilities	19,336	46,839
Operating lease liabilities	7,135	7,369
Other non-current liabilities	1,106	1,107
Total liabilities	27,577	55,315
Commitments and contingencies (Note 9)
Stockholders' equity:
Preferred stock, par value $0.001; 10,000 shares authorized, none issued
Common stock, par value $0.001; 12,000 shares authorized, 9,548 and 9,498 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively	10	9
Additional paid-in capital	974,980	974,497
Accumulated deficit	(942,966)	(939,363)
Total stockholders' equity	32,024	35,143
Total liabilities and stockholders' equity	$ 59,601	$ 90,458

Business, basis of presentation, new accounting standards and summary of significant accounting policies - Additional Information (Details) $ / shares in Units, $ in Thousands	Dec. 30, 2022 USD ($)	Dec. 04, 2022 USD ($)	May 06, 2022 $ / shares shares	Apr. 14, 2022 USD ($)	Mar. 31, 2023 $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	May 05, 2022 shares
Business Basis Of Presentation New Accounting Standards And Summary Of Significant Accounting Policies [Line Items]
Common Stock, Par or Stated Value Per Share \| $ / shares			$ 0.001		$ 0.001	$ 0.001
Purchase of transferred assets and grant of licenses cash payment	$ 140,000
Acquisition of net working capital	12,100
Cash received for prepaid royalties	1,000
Restricted cash						$ 11,250
Reverse stock split, description			outstanding Common Stock were split at a ratio of 50-for-1
Reverse stock split, conversion ratio			0.02
Number of authorized shares of common stock \| shares			12,000,000		12,000,000	12,000,000	600,000,000
VitaCare Divestiture [Member]
Business Basis Of Presentation New Accounting Standards And Summary Of Significant Accounting Policies [Line Items]
Proceeds from sale of business, net of transaction costs				$ 142,600
Transaction costs				7,200
Gain on sale of business				143,400
VitaCare Divestiture [Member] \| Maximum [Member]
Business Basis Of Presentation New Accounting Standards And Summary Of Significant Accounting Policies [Line Items]
Contingent cash consideration from sale of business				7,000
Mayne License Agreement [Member]
Business Basis Of Presentation New Accounting Standards And Summary Of Significant Accounting Policies [Line Items]
Period of royalty payments		20 years
Decrease in royalty rate on product-by-product basis		2.00%
Minimal annual royalty payment		$ 3,000
Period of minimal annual royalty payment		12 years
Inflation rate adjusted for minimal annual royalty payment		3.00%
Prepaid royalty liabilities	1,000
Quarterly royalty payment	$ 257
Quarterly royalty payment, interest per annum	19.00%
Royalty payment payable under long term service agreement	$ 1,500
Cash received in acquire businesses	140,000
Proceeds from acquire businesses net of working capital adjustments	$ 12,100
Mayne License Agreement [Member] \| VitaCare Divestiture [Member]
Business Basis Of Presentation New Accounting Standards And Summary Of Significant Accounting Policies [Line Items]
Consideration assumed by the buyer				1,500
Purchase Agreement [Member] \| VitaCare Divestiture [Member]
Business Basis Of Presentation New Accounting Standards And Summary Of Significant Accounting Policies [Line Items]
Restricted cash				$ 11,300
Milestone Payments One [Member] \| Mayne License Agreement [Member]
Business Basis Of Presentation New Accounting Standards And Summary Of Significant Accounting Policies [Line Items]
One-time milestone payments		$ 5,000
Threshold net sales amount to determine one-time milestone payment		100,000
Milestone Payments Two [Member] \| Mayne License Agreement [Member]
Business Basis Of Presentation New Accounting Standards And Summary Of Significant Accounting Policies [Line Items]
One-time milestone payments		10,000
Threshold net sales amount to determine one-time milestone payment		200,000
Milestone Payments Three Member \| Mayne License Agreement [Member]
Business Basis Of Presentation New Accounting Standards And Summary Of Significant Accounting Policies [Line Items]
One-time milestone payments		15,000
Threshold net sales amount to determine one-time milestone payment		$ 300,000
First $80 Million in Annual Net Sales [Member] \| Mayne License Agreement [Member]
Business Basis Of Presentation New Accounting Standards And Summary Of Significant Accounting Policies [Line Items]
Royalty rate as percentage on net sales		8.00%
Threshold annual net sales to determine royalty rate		$ 80,000
Above $80 Million in Annual Net Sales [Member] \| Mayne License Agreement [Member]
Business Basis Of Presentation New Accounting Standards And Summary Of Significant Accounting Policies [Line Items]
Royalty rate as percentage on net sales		7.50%
Threshold annual net sales to determine royalty rate		$ 80,000

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net loss	$ (3,603)	$ (49,021)
Less: Loss from discontinued operations, net of tax	1,293	31,146
Net income (loss) from continuing operations	(2,310)	(17,875)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	27	329
Write-off of patents and trademarks	59
Share-based compensation	483	2,061
Other	(60)	(7)
Changes in operating assets and liabilities:
Other assets	(19)
Prepaid and other current assets	(1,453)	1,052
Accounts payable	164	(502)
Accrued expenses and other current liabilities	(4,486)	(2,930)
Other non-current liabilities	(1,106)
Total adjustments	(6,391)	3
Net cash used in continuing operating activities	(8,701)	(17,872)
Cash flows from investing activities:
Payment of patent related costs		(170)
Purchase of fixed assets		(42)
Net cash used in continuing investing activities		(212)
Cash flows from financing activities:
Repayments of debt		(5,000)
Net cash used in continuing financing activities		(5,000)
Discontinued operations:
Net cash used in operating activities	(24,474)	(11,654)
Net cash provided by financing activities	1,106	0
Net cash used in discontinued operations	(23,368)	(11,654)
Net (decrease) increase in cash	(32,069)	(34,738)
Cash and restricted cash - continuing operations, beginning of period	49,317	65,122
Cash and restricted cash - discontinued operations, beginning of period
Total cash and restricted cash, end of period	$ 17,248	30,384
Supplemental disclosure of cash flow information:
Interest paid		5,364
Supplemental disclosure of noncash financing activities:
Paid in kind ("PIK") debt financing fees with corresponding increase in debt		$ 30,000

Fixed assets

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Fixed assets

4. Fixed assets

Our fixed assets, net consisted of the following as of March 31, 2023 and December 31, 2022 (in thousands):


	March 31, 2023		December 31, 2022
Furniture and fixtures	$	931	$	931
Computer and office equipment		1,167		1,168
Computer software		375		375
Leasehold improvements		49		49

Fixed assets		2,522		2,523
Less: accumulated depreciation and amortization		2,464		2,445

Fixed assets, net	$	58	$	78

We recorded, in continuing operations, depreciation expense of $0.0 million and $0.1 million for the three months ended March 31, 2023 and 2022, respectively.

Commitments and Contingencies - Additional Information (Details) - USD ($)		3 Months Ended	12 Months Ended
	Dec. 30, 2022	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2019	Dec. 31, 2018
Chief Financial Officer [Member]
Recorded Unconditional Purchase Obligation [Line Items]
Severance expenses		$ 3,500,000
Prepaid Expenses and Other Current Assets [Member] \| Paragraph Four Certification Notice Letter [Member]
Recorded Unconditional Purchase Obligation [Line Items]
Legal proceeding costs		$ 100,000
Mayne License Agreement [Member]
Recorded Unconditional Purchase Obligation [Line Items]
Cash received for net working capital	$ 12,100,000
Measurement adjustments period	2 years
Prepaid royalties received	$ 1,000,000
Quarterly royalty payment	$ 257,250
Quarterly royalty payment, interest per annum	19.00%
Quarterly royalty payment reduced from consideration assuming obligations	$ 1,500,000
Population Council License Agreement [Member] \| Annoveras
Recorded Unconditional Purchase Obligation [Line Items]
Milestone payment				$ 20,000,000	$ 20,000,000
Milestone payments recorded as license rights			$ 40,000,000

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2023	May 12, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-00100
Entity Registrant Name	THERAPEUTICSMD, INC.
Entity Central Index Key	0000025743
Entity Tax Identification Number	87-0233535
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	951 Yamato Road
Entity Address, Address Line Two	Suite 220
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33431
City Area Code	561
Local Phone Number	961-1900
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	TXMD
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		10,262,715

Loss per common share - Schedule of Outstanding Securities (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	524	934
Stock options [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	103	316
RSUs [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	177	339
PSUs [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	19	176
Warrant [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	225	103

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	10. Income taxes We do not expect to pay any significant federal or state income taxes as a result of (i) the losses recorded during the three months ended March 31, 2023 and 2022, (ii) additional losses expected for the remainder of 2023 or losses recorded in 2022, or (iii) net operating losses carry forwards from prior years. We recorded a full valuation allowance of the net operating losses for the three months ended March 31, 2023 and 2022. Accordingly, there were no provisions for income taxes for the three months ended March 31, 2023 and 2022. Additionally, as of March 31, 2023 and December 31, 2022, we maintain a full valuation allowance for all deferred tax assets.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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+ Details

Loss per common share

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Loss per common share

11. Loss per common share

The following table sets forth the computation of basic and diluted loss per common share (each adjusted to account for the Reverse Stock Split) for the periods presented (in thousands, except per share amounts):


	Three Months Ended March 31,
	2023			2022
Numerator:
Net income (loss) from continuing operations	$	(2,310	)	$	(17,875	)
Net income (loss) from discontinued operations		(1,293	)		(31,146	)

Net loss	$	(3,603	)	$	(49,021	)

Denominator:
Weighted average common shares for basic loss per common share		9,754			8,614
Effect of dilutive securities		—			—

Weighted average common shares for diluted loss per common share	$	9,754		$	8,614


Income (loss) per common share, continuing operations
Basic	$	(0.24	)	$	(2.08	)
Diluted		(0.24	)		(2.08	)
Income (loss) per common share, discontinued operations
Basic	$	(0.13	)	$	(3.62	)
Diluted		(0.13	)		(3.62	)

Since we reported a net loss for the three months ended March 31, 2023 and 2022, our potentially dilutive securities are deemed to be anti-dilutive, accordingly, there was no effect of dilutive securities. Therefore, our basic and diluted loss per common share and our basic and diluted weighted average common share are the same for the three months ended March 31, 2023 and 2022.

The following table sets forth the outstanding securities as of the periods presented which were not included in the calculation of diluted earnings per common share during the respective three months ended March 31, 2023 and 2022 (in thousands):


	As of March 31,
	2023		2022
Stock options		103		316
RSUs		177		339
PSUs		19		176
Warrants		225		103

	524		934

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Shares Issued	0	0
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	12,000,000	12,000,000
Common Stock, Shares, Issued	9,548,000	9,498,000
Common Stock, Shares, Outstanding	9,548,000	9,498,000

Accrued expenses and other current liabilities

3 Months Ended

Mar. 31, 2023

Payables and Accruals [Abstract]

Accrued expenses and other current liabilities

6. Accrued expenses and other current liabilities

Other accrued expenses and other current liabilities consisted of the following (in thousands):


	March 31, 2023		December 31, 2022
Payroll and related costs	$	3,822	$	8,748
Accrued contract termination costs		5,078		4,700
Research and development expenses		—		978
Professional fees		623		415
Operating lease liabilities		1,441		1,390
Prepaid royalty		1,061		1,011
Other accrued expenses and current liabilities		2,335		1,604

Accrued expenses and other current liabilities	$	14,360	$	18,846

Revenue	3 Months Ended
Revenue	Mar. 31, 2023
Disaggregation of Revenue [Abstract]
Revenue	9. Revenue Pursuant to the Mayne License Agreement, the Company granted Mayne Pharma, on the Closing Date, (i) an exclusive, sublicensable, perpetual, irrevocable license to research, develop, register, manufacture, have manufactured, market, sell, use, and commercialize the Licensed Products in the United States and its possessions and territories and (ii) an exclusive, sublicensable, perpetual, irrevocable license to manufacture, have manufactured, import and have imported the Licensed Products outside the United States for commercialization in the United States and its possessions and territories. Pursuant to the Mayne License Agreement, Mayne Pharma will make one-time, milestone payments to the Company of each of (i) $5.0 million if aggregate net sales of all Products in the United States during a calendar year reach $100.0 million, (ii) $10.0 million if aggregate net sales of all Products in the United States during a calendar year reach $200.0 million and (iii) $15.0 million if aggregate net sales of all Products in the United States during a calendar year reach $300.0 million. Further, Mayne Pharma will pay to the Company royalties on net sales of all Products in the United States at a royalty rate of 8.0% on the first $80 million in annual net sales and 7.5% on annual net sales above $80.0 million, subject to certain adjustments, for a period of 20 years following the Closing Date. The royalty rate will decrease to 2.0% on a Product-by-Product basis upon the earlier to occur of (i) the expiration or revocation of the last patent covering a Product and (ii) a generic version of a Product launching in the United States. Mayne Pharma will pay to the Company minimal annual royalties of $3.0 million per year for 12 years, adjusted for inflation at an annual rate of 3%, subject to certain further adjustments, including as described below. Upon the expiry of the 20-year royalty term, the licenses granted to Mayne Pharma under the Mayne License Agreement will become a fully paid-up and royalty free license for the Licensed Products.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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+ Details

Revenue - Additional Information (Details) - Mayne License Agreement [Member] $ in Millions	Dec. 04, 2022 USD ($)
Disaggregation Of Revenue [Line Items]
Period of royalty payments	20 years
Decrease in royalty rate on product-by-product basis	2.00%
Minimal annual royalty payment	$ 3.0
Period of minimal annual royalty payment	12 years
Inflation rate adjusted for minimal annual royalty payment	3.00%
If Aggregate Net Sales Reach $100.0 Million [Member]
Disaggregation Of Revenue [Line Items]
One-time milestone payments	$ 5.0
Threshold net sales amount to determine one-time milestone payment	100.0
If Aggregate Net Sales Reach $200.0 Million [Member]
Disaggregation Of Revenue [Line Items]
One-time milestone payments	10.0
Threshold net sales amount to determine one-time milestone payment	200.0
If Aggregate Net Sales Reach $300.0 Million [Member]
Disaggregation Of Revenue [Line Items]
One-time milestone payments	15.0
Threshold net sales amount to determine one-time milestone payment	$ 300.0
First $80 Million in Annual Net Sales [Member]
Disaggregation Of Revenue [Line Items]
Royalty rate as percentage on net sales	8.00%
Threshold annual net sales to determine royalty rate	$ 80.0
Above $80 Million in Annual Net Sales [Member]
Disaggregation Of Revenue [Line Items]
Royalty rate as percentage on net sales	7.50%
Threshold annual net sales to determine royalty rate	$ 80.0

Licensed rights and other intangible assets - Summary of Intangible Assets Subject To Amortization Is Expected To Be Amortized (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 337
2024	439
2025	438
2026	438
2027	438
Thereafter	2,530
Total	$ 4,620

Business, basis of presentation, new accounting standards and summary of significant accounting policies

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Business, basis of presentation, new accounting standards and summary of significant accounting policies

1. Business, basis of presentation, new accounting standards and summary of significant accounting policies

General

TherapeuticsMD, Inc. (the “Company”), a Nevada corporation, and its

condensed

consolidated subsidiaries are referred to collectively in this Quarterly Report on Form

10-Q

(“10-Q

Report”) as “TherapeuticsMD,” “we,” “our” and “us.” This

10-Q

Report includes trademarks, trade names and service marks, such as TherapeuticsMD

, vitaMedMD

, BocaGreenMD

, vitaCare

, IMVEXXY

, BIJUVA

and ANNOVERA

which

are protected under applicable intellectual property laws and are the property of, or licensed by or to, us. Solely for convenience, trademarks, trade names and service marks referred to in this

10-Q

Report may appear without the

symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names and service marks. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply a relationship with, or endorsement or sponsorship of us by, these other parties.

TherapeuticsMD was previously a women’s healthcare company with a mission of creating and commercializing innovative products to support the lifespan of women from pregnancy prevention through menopause. In December 2022, we changed our business to become a pharmaceutical royalty company, currently receiving royalties on products licensed to pharmaceutical organizations that possess commercial capabilities in the relevant territories. On December 30, 2022 (the “Closing Date”), we completed a transaction (the “Mayne Transaction”) with Mayne Pharma LLC, a Delaware limited liability company (“Mayne Pharma”) and subsidiary of Mayne Pharma Group Limited, an Australian public company, pursuant to which we and our subsidiaries (i) granted Mayne Pharma an exclusive license to commercialize our IMVEXXY, BIJUVA and prescription prenatal vitamin products sold under the BocaGreenMD

and vitaMedMD

brands (collectively, the “Licensed Products”) in the United States and its possessions and territories, (ii) assigned to Mayne Pharma our exclusive license to commercialize ANNOVERA (together with the Licensed Products, collectively, the “Products”) in the United States and its possessions and territories, and (iii) sold certain other assets to Mayne Pharma in connection therewith.

Pursuant to a License Agreement, dated December 4, 2022, between TherapeuticsMD and Mayne Pharma (the “Mayne License Agreement”), we granted Mayne Pharma, on the Closing Date, (i) an exclusive, sublicensable, perpetual, irrevocable license to research, develop, register, manufacture, have manufactured, market, sell, use, and commercialize the Licensed Products in the United States and its possessions and territories and (ii) an exclusive, sublicensable, perpetual, irrevocable license to manufacture, have manufactured, import and have imported the Licensed Products outside the United States for commercialization in the United States and its possessions and territories.

Pursuant to the Mayne License Agreement, Mayne Pharma will pay us milestone payments of each of (i) $5.0 million if aggregate net sales of all Products in the United States during a calendar year reach $100.0 million, (ii) $10.0 million if aggregate net sales of all Products in the United States during a calendar year reach $200.0 million and (iii) $15.0 million if aggregate net sales of all Products in the United States during a calendar year reach $300.0 million. Further, Mayne Pharma will pay us royalties on net sales of all Products in the United States at a royalty rate of 8.0% on the first $80.0 million in annual net sales and 7.5% on annual net sales above $80.0 million, subject to certain adjustments, for a period of 20 years following the Closing Date. The royalty rate will decrease to 2.0% on a

Product-by-Product

basis upon the earlier to occur of (i) the expiration or revocation of the last patent covering a Product and (ii) a generic version of a Product launching in the United States. Mayne Pharma will pay us minimal annual royalties of $3.0 million per year for 12 years,

adjusted for inflation at an annual rate of 3%, subject to certain further adjustments, including as described below. Upon the expiry of the

20-year

royalty term, the licenses granted to Mayne Pharma under the Mayne License Agreement will become a fully

paid-up

and royalty free license for the Licensed Products.

Pursuant to a Transaction Agreement, dated December 4, 2022, between TherapeuticsMD and Mayne Pharma (the “Transaction Agreement”), we sold to Mayne Pharma, at closing, certain assets for Mayne Pharma to commercialize the Products in the United States, including, with the Population Council’s consent, our exclusive license from the Population Council to commercialize ANNOVERA (the “Transferred Assets”).

The total consideration from Mayne Pharma to TherapeuticsMD for the purchase of the Transferred Assets and the grant of the licenses under the Mayne Transaction Agreement was (i) a cash payment of $140.0 million at closing, (ii) a cash payment of approximately $12.1 million at closing for the acquisition of net working capital as determined in accordance with the Transaction Agreement and subject to certain adjustments, (iii) a cash payment of approximately $1.0 million at closing for prepaid royalties in connection with the Mayne License Agreement Amendment (as defined below) and (iv) the right to receive the contingent consideration set forth in the Mayne License Agreement, as amended. The acquisition of net working capital was determined in accordance with the Transaction Agreement and included significant estimates which could change materially for a period of up to two years following the Closing Date.

On the Closing Date, TherapeuticsMD and Mayne Pharma entered into Amendment No. 1 to the Mayne License Agreement (the “Mayne License Agreement Amendment”). Pursuant to the Mayne License Agreement Amendment, Mayne Pharma agreed to pay us approximately $1.0 million in prepaid royalties on the Closing Date. The prepaid royalties will reduce the first four quarterly payments that would have otherwise been payable pursuant to the Mayne License Agreement by an amount equal to $257 thousand per quarterly royalty payment plus interest calculated at 19% per annum accruing from the Closing Date until the date such quarterly royalty payment is paid to us. In addition, the parties agreed that Mayne Pharma will reduce one quarterly royalty payment (other than the first quarterly royalty payment) otherwise payable to TherapeuticsMD by $1.5 million in consideration of Mayne Pharma assuming our obligations under a long-term services agreement (see the section entitled “vitaCare divestiture” below for a discussion of the long-term services agreement), including our minimum payment obligations thereunder.

As part of the transformation that included the Mayne License Agreement, historical results of commercial operations for all periods prior to the Closing Date have been reflected as discontinued operations in our condensed consolidated financial statements. Assets and liabilities associated with the commercial business are classified as assets and liabilities of discontinued operations in our condensed consolidated balance sheets. Additional disclosures regarding discontinued operations are provided in Note 2 of our condensed consolidated financial statements.

We also have license agreements with strategic partners to commercialize IMVEXXY and BIJUVA outside of the U.S.

•

In July 2018, we entered into a license and supply agreement (the “Knight License Agreement”) with Knight Therapeutics Inc. (“Knight”) pursuant to which we granted Knight an exclusive license to commercialize IMVEXXY and BIJUVA in Canada and Israel.

•

In June 2019, we entered into an exclusive license and supply agreement (the “Theramex License Agreement”) with Theramex HQ UK Limited (“Theramex”) to commercialize IMVEXXY and BIJUVA outside of the U.S., excluding Canada and Israel. In 2021, Theramex secured regulatory approval for BIJUVA in certain European countries and began commercialization efforts in those countries.

In connection with our transformation into a pharmaceutical royalty company, the termination of our executive management team (except for Mr. Marlan Walker, our former General Counsel and current Chief Executive

Officer) and all other employees was completed by December 31, 2022. Severance obligations for all employees other than executive officers were paid in full in January 2023 and severance obligations for terminated executive officers will be paid in accordance with their employment agreements and separation agreements as previously disclosed. As of December 31, 2022 and March 31, 2023, we employed

one

full-time employee primarily engaged in an executive position. We have also entered into consulting agreements with certain former members of our management team who support our relationship with current partners and assist with certain financial, legal and regulatory matters and the continued wind-down of our historical business operations.

vitaCare Divestiture

On April 14, 2022, we completed the divestiture of our former subsidiary vitaCare Prescription Services, Inc. (“vitaCare”) with the sale of all of vitaCare’s issued and outstanding capital stock (the “vitaCare Divestiture”). We received net proceeds of $142.6 million,

after deducting

transaction costs of $7.2 million, and we recognized a gain on sale of business of $143.4 million. Included in the net proceeds amount was $11.3 million of customary holdbacks as provided in the stock purchase agreement (the “Purchase Agreement”) which we received in 2023. Additionally, the vitaCare Divestiture provides that we may receive up to an additional $7.0 million in

earn-out

consideration, contingent upon vitaCare’s financial performance through 2023 as determined in accordance with the terms of the Purchase Agreement, however we do not believe this earnout will be realized. We will record the contingent consideration at the settlement amount if and when the consideration is realized or realizable.

The Purchase Agreement contains customary representations and warranties, covenants, and indemnities of the parties thereto. The commitments under a long-term services agreement related to vitaCare were transferred to Mayne Pharma as part of the Mayne Transaction. In addition, under the Mayne License Agreement Amendment, Mayne Pharma will reduce one quarterly royalty payment (other than the first quarterly royalty payment) otherwise payable to us by $1.5 million in consideration of Mayne Pharma assuming our obligations under the long-term services agreement related to vitaCare.

The divestiture of vitaCare was determined to be a component of discontinued operations in December 2022, when we

changed our business

by becoming a royalty company and as a result vitaCare activities were reclassified to discontinued operations for the three months ended March 31, 2023 and 2022.

COVID-19

With multiple variant strains of the

SARS-Cov-2

virus and the

COVID-19

disease that it causes (collectively,

“COVID-19”)

still circulating, we continue to be subject to risks and uncertainties in connection with the

COVID-19

pandemic. The extent of the future impact of the

COVID-19

pandemic on our business continues to be highly uncertain and difficult to predict.

As of the date of issuance of these condensed consolidated financial statements, the future extent to which the

COVID-19

pandemic may continue to materially impact our financial condition, liquidity, or results of operations remains uncertain and difficult to predict. Even after the

COVID-19

pandemic has subsided, we may continue to experience adverse impacts to our business as a result of any economic recession or depression that has occurred or may occur in the future.

Going concern

On December 4, 2022, we entered into agreements with Mayne Pharma pursuant to which we granted Mayne Pharma an exclusive license to commercialize IMVEXXY, BIJUVA, and prescription prenatal vitamin products (in the United States and its possessions and territories), (ii) assign to Mayne Pharma our exclusive license to commercialize ANNOVERA in the United States and its possessions and territories, and (iii) sell certain other assets to Mayne Pharma.

The total consideration from Mayne Pharma to TherapeuticsMD for the purchase of the Transferred Assets and the grant of the licenses under the Mayne License Agreement consisted of (i) a cash payment of $140.0 million at closing, (ii) a cash payment of approximately $12.1 million at closing for the acquisition of net working capital subject to certain adjustments, (iii) a cash payment of approximately $1.0 million at closing for prepaid royalties in connection with the Mayne License Agreement Amendment and (iv) the right to receive the contingent consideration set forth in the Mayne License Agreement, as amended.

On the Closing Date, we repaid all obligations under the 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, and certain of our subsidiaries party thereto from time to time as guarantors (the “Financing Agreement”) and the Financing Agreement was terminated.

Following the transaction with Mayne Pharma, our primary source of revenue is from royalties on products licensed to pharmaceutical organizations that possess commercial capabilities in the relevant territories. We may need to raise additional capital to provide additional liquidity to fund our operations until we become cash flow positive. To address our capital needs, we may pursue various equity and debt financing and other alternatives. The equity financing alternatives may include the private placement of equity, equity-linked, or other similar instruments or obligations with one or more investors, lenders, or other institutional counterparties or an underwritten public equity or equity-linked securities offering. Our ability to sell equity securities may be limited by market conditions, including the market price of our common stock, and our available authorized shares.

To the extent that we raise additional capital through the sale of such securities, the ownership interests of our existing stockholders will be diluted, and the terms of these new securities may include liquidation or other preferences that adversely affect the rights of our existing stockholders. If we are not successful in obtaining additional financing, we could be forced to discontinue or curtail our business operations, sell assets at unfavorable prices, or merge, consolidate, or combine with a company with greater financial resources in a transaction that might be unfavorable to us.

If Mayne Pharma’s sales of IMVEXXY, BIJUVA, or ANNOVERA are delayed, if the net working capital settlement with Mayne Pharma under the Transaction Agreement is greater than estimated, if we are unsuccessful with future financings or if the continued impact of the

COVID-19

pandemic on us or the third-parties we or our licensees rely on or the supply chains related to the third-party contract manufacturers are worse than we anticipate, our existing cash reserves may be insufficient to satisfy our liquidity requirements. The potential impact of these factors in conjunction with the uncertainty of the capital markets raises substantial doubt about our ability to continue as a going concern for the next twelve months from the issuance of these financial statements.

The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Basis of presentation

We prepared the condensed consolidated financial statements included in this

10-Q

Report following the requirements of the United States (“U.S.”) Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain notes or other financial information that are normally required by accounting principles generally accepted in the U.S. (“U.S. GAAP”) for complete financial statements can be condensed or omitted. However, except as disclosed herein, there has been no material change in the information disclosed in the notes included in our 2022 Annual Report on Form

10-K

(the “2022

10-K

Report”).

As part of the transformation as a result of the Mayne Transaction, historical results of commercial operations for all periods prior to the Closing Date have been reflected as discontinued operations in the condensed consolidated financial statements. Assets and liabilities associated with the commercial business are classified as

assets and liabilities of discontinued operations in the condensed consolidated balance sheet. Additional disclosures regarding discontinued operations are provided in Note 2 of the condensed consolidated financial statements.

Revenues, expenses, assets, liabilities, and equities can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be representative of those for the full year. In our opinion, all adjustments necessary for a fair statement of the financial statements, which are of a normal and recurring nature, have been made for the interim periods reported. The information included in this

10-Q

Report should be read in conjunction with the condensed consolidated financial statements and accompanying notes included in our 2022

10-K

Report. Certain amounts in the condensed consolidated financial statements and accompanying notes may not add due to rounding, and all percentages have been calculated using unrounded amounts.

New accounting standards

Adoption of new accounting standards

New accounting standards or “ASUs” were assessed and determined to be either not applicable or did not have a material impact on our condensed consolidated financial statements or processes.

Common stock reverse stock split

On May 6, 2022, we completed a reverse stock split of our common stock, par value $0.001 per share (our “Common Stock”). As a result, shares of our outstanding Common Stock were split at a ratio of

50-for-1

(the “Reverse Stock Split”) with any fractional shares resulting from the Reserve Stock Split rounded up to the next whole share of common stock. The number of authorized shares of Common Stock was also correspondingly reduced from 600.0 million shares to 12.0 million shares to give effect to the Reverse Stock Split. Additionally, all rights to receive shares of Common Stock under outstanding warrants, options, restricted stock units (“RSUs”) and performance stock units (“PSUs”) were adjusted to give effect to the Reverse Stock Split. Furthermore, remaining shares of Common Stock available for future issuance under share-based payment award plans and our employee stock purchase plan were adjusted to give effect to the Reverse Stock Split. Pursuant to Section 78.209 of the Nevada Revised Statutes, the approval of our stockholders was not required for our Board of Directors to effectuate the Reverse Stock Split.

All historical numbers of shares of Common Stock and per share data have been adjusted to give effect to the Reverse Stock Split. Additionally, since the Common Stock par value was unchanged, historical amounts for Common Stock and additional

paid-in

capital have been adjusted to give effect to the Reverse Stock Split.

Estimates and assumptions

The preparation of our condensed consolidated financial statements in conformity to U.S. GAAP requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. We evaluate our estimated assumptions based on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ, at times in material amounts, from these estimates under different assumptions or conditions.

Significant accounting policies

The significant accounting policies we use for quarterly financial reporting are disclosed in Note 1 of the accompanying notes to the condensed consolidated financial statements included in our 2022

10-K

report and in the section below.

Stockholders' equity (deficit) - Share-based Payment Award Plans - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Class Of Stock [Line Items]
Share-based payment arrangement, expense	$ 0.5	$ 2.1
Total unrecognized share based compensation	0.8
Compensation cost expected to be recognized	$ 0.8
Share-based compensation over a weighted average period	1 year 1 month 6 days
Performance Shares Units [Member]
Class Of Stock [Line Items]
Maximum number shares to be issued upon performance goals are achieved	591,661
Number of shares outstanding	559,661
Share-based compensation arrangement by share-based payment award, vesting percentage			100.00%
2019 Stock Incentive Plan [Member]
Class Of Stock [Line Items]
Remaining shares of common stock available for future issuance	300,232

Stockholders' equity (deficit)

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Stockholders' equity (deficit)

8. Stockholders’ equity (deficit)

Warrants


	Warrants			Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Life (in Years)
As of January 1, 202 3		536		$	13.10	$	2,427		9.3
Exercised		(310	)
Expired		(2	)
As of March 31, 2023		225		$	31.26	$	467		8.5

Share-based compensation payment plans

As of March 31, 2023, 559,661 shares of common stock were subject to outstanding awards under our share-based payment award plans and inducement grants (calculated using the base number of PSUs that may vest). If we assume the maximum achievement of performance goals for PSUs, then 591,661 shares of common stock will be subject to outstanding awards under our share-based payment award plans and inducement grants. As of March 31, 2023, 300,232 shares of common stock were available for future grants of share-based payment awards under the TherapeuticsMD, Inc. 2019 Stock Incentive Plan.


	Outstanding									Exercisable
	Options Awards			Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Life (in Years)		Options Awards			Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Life (in Years)
As of January 1, 2023		172		$	228.28		—		3.6		170		$	229.43		—		3.6
Granted		—			—		—				—			—		—
Exercised		—			—		—				—			—		—
Cancelled/Forfeited		—			—						—			—
Expired		(69	)		219.07						(69	)		219.07

As of March 31, 2023		103		$	234.32		—		2.7		101		$	236.66		—		2.7


	RSUs awards outstanding								RSUs awards vested and not settled
	RSUs			Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value			RSUs			Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
As of January 1, 2023		246		$	29.64	$	1,376			189		$	26.28	$	1,059
Granted		120			5.12					50			5.12
Vested and settled		(189	)		26.28		(1,559	)		(189	)		26.28		(1,559	)
Cancelled/Forfeited		—			—					—			—

As of March 31, 2023		177		$	8.15	$	663			53		$	6.85	$	199


	Outstanding							Vested and not settled
	PSUs			Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value		PSUs			Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
As of January 1, 2023		100		$	42.30	$	558		81		$	39.95	$	450
Granted		—			—				—			—		`
Vested and settled		(81	)		39.95		450		(81	)		39.95		450
Cancelled/Forfeited		—			—				—			—

As of March 31, 2023		19	(1)	$	52.15	$	72		5		$	56.05	$	19

(1)	The number of PSUs represents the base number of PSUs that will vest.

Share-based payment compensation cost

Share-based payment compensation expense for PSUs is based on 100% vesting which was a part of termination of benefits for all employees who were terminated in 2022. We recorded share-based payment award

compensation costs related to previously issued options, RSU and PSUs, as well as shares of common stock issued under our ESPP totaling $0.5 million and $2.1 million for the three months ended March 31, 2023 and 2022 respectively.

As of March 31, 2023, we had $0.8 million of unrecognized share-based payment award compensation cost related to unvested options, RSUs and PSUs as well as shares issuable under our ESPP, which may be adjusted for future changes in forfeitures and is included as additional

paid-in

capital in the accompanying condensed consolidated balance sheets. No tax benefit was realized due to a continued pattern of net losses.

The unrecognized compensation cost as of March 31, 2023, of $0.8 million is expected to be recognized as share-based payment award compensation over a weighted average period of 1.1 years.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

Loss per common share (Tables)

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Summary of computation of basic and diluted income (loss) per common share


	Three Months Ended March 31,
	2023			2022
Numerator:
Net income (loss) from continuing operations	$	(2,310	)	$	(17,875	)
Net income (loss) from discontinued operations		(1,293	)		(31,146	)

Net loss	$	(3,603	)	$	(49,021	)

Denominator:
Weighted average common shares for basic loss per common share		9,754			8,614
Effect of dilutive securities		—			—

Weighted average common shares for diluted loss per common share	$	9,754		$	8,614


Income (loss) per common share, continuing operations
Basic	$	(0.24	)	$	(2.08	)
Diluted		(0.24	)		(2.08	)
Income (loss) per common share, discontinued operations
Basic	$	(0.13	)	$	(3.62	)
Diluted		(0.13	)		(3.62	)

Schedule of outstanding securities


	As of March 31,
	2023		2022
Stock options		103		316
RSUs		177		339
PSUs		19		176
Warrants		225		103

	524		934

Related parties - Additional Information (Details) - Subscription Agreement [Member] - Series A Preferred Stock [Member] - Rubric Capital Management LP [Member] $ / shares in Units, $ in Millions	Dec. 30, 2022 USD ($) $ / shares shares
Related Party Transaction [Line Items]
Redeemed outstanding shares \| shares	29,000
Purchase price per share \| $ / shares	$ 1,333
Redemption purchase price \| $	$ 3.0

Stockholders' equity (deficit) - Summary of our Outstanding and Exercisable Warrants and Related Transactions (Details) - Warrant [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Jan. 01, 2023
Class Of Warrant Or Right [Line Items]
Beginning balance, Warrants	536
Exercised, Warrants	(310)
Expired, Warrants	(2)
Ending balance, Warrants	225	536
Beginning balance, Weighted Average Exercise Price	$ 13.1
Ending balance, Weighted Average Exercise Price	$ 31.26	$ 13.1
Warrants, Aggregate Intrinsic Value	$ 467		$ 2,427
Warrants, Weighted Average Remaining Contractual Life (in Years)	8 years 6 months	9 years 3 months 18 days

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Total revenue, net	$ 416	$ 695
Cost of revenue		695
Gross profit	416
Operating expenses:
Selling, general and administrative	3,056	17,546
Depreciation & amortization	27	329
Total operating expenses	3,083	17,875
Income (loss) from operations	(2,667)	(17,875)
Other (expense) income:
Interest expense and other financing costs	(50)
Miscellaneous income	407
Total other income, net	357
Income (loss) from continuing operations before income taxes	(2,310)	(17,875)
Income (loss) from discontinued operations, net of income taxes	(1,293)	(31,146)
Net income (loss)	$ (3,603)	$ (49,021)
Income (loss) per common share, basic:
Continuing operations	$ (0.24)	$ (2.08)
Discontinued operations, net	(0.13)	(3.62)
Net income (loss) per common share, basic	(0.37)	(5.7)
Income (loss) per common share, diluted:
Continuing operations	(0.24)	(2.08)
Discontinued operations, net	(0.13)	(3.62)
Net income (loss) per common share, diluted	$ (0.37)	$ (5.7)
Weighted average common shares, basic	9,754	8,614
Weighted average common shares, diluted	9,754	8,614
Comprehensive income (loss):
Net income (loss)	$ (3,603)	$ (49,021)
Other comprehensive income
Comprehensive income (loss):	(3,603)	(49,021)
License and Service [Member]
Total revenue, net	$ 416	$ 695

Licensed rights and other intangible assets (Tables)

3 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Information about License Rights and Other Intangible Assets, Net

The following provides information about our license rights and other intangible assets, net as of March 31, 2023 and December 31, 2022 (in thousands):


	March 31, 2023						December 31, 2022
	Gross Carrrying Amount		Accumulated Amortization		Net		Gross Carrrying Amount		Accumulated Amortization		Net
Intangible assets subject to amortization:
Hormone therapy drug patents	$	6,224	$	1,604	$	4,620	$	6,225	$	1,598	$	4,627
Hormone therapy drug patents applied and pending approval		1,936		—		1,936		1,995		—		1,995

Intangible assets subject to amortization		8,160		1,604		6,556		8,220		1,598		6,622
Intangible assets not subject to amortization:
Trademarks/trade name rights		321		—		321		321		—		321

License rights and other intangible assets, net	$	8,481	$	1,604	$	6,877	$	8,541	$	1,598	$	6,943

Summary of Intangible Assets Subject To Amortization Is Expected To Be Amortized

Our intangible assets subject to amortization are expected to be amortized as follows (in thousands):


	Year ending December 31,
2023	$	337
2024		439
2025		438
2026		438
2027		438
Thereafter		2,530

Total	$	4,620

Business concentrations - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2023 USD ($)
Mayne Pharma [Member]
Concentration Risk [Line Items]
Customer license revenue percentage	100.00%
Royalty receivable short term portion	$ 2.0
Royalty receivable long term portion	20.3
Mayne Pharma [Member] \| Accrued Expenses and Other Current Liabilities [Member]
Concentration Risk [Line Items]
Prepaid royalties received	$ 1.1
Theramex [Member]
Concentration Risk [Line Items]
Customer license revenue percentage	100.00%
Royalty receivable short term portion	$ 2.0

Licensed rights and other intangible assets

3 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Licensed rights and other intangible assets

5. Licensed rights and other intangible assets

The following provides information about our license rights and other intangible assets, net as of March 31, 2023 and December 31, 2022 (in thousands):


	March 31, 2023						December 31, 2022
	Gross Carrrying Amount		Accumulated Amortization		Net		Gross Carrrying Amount		Accumulated Amortization		Net
Intangible assets subject to amortization:
Hormone therapy drug patents	$	6,224	$	1,604	$	4,620	$	6,225	$	1,598	$	4,627
Hormone therapy drug patents applied and pending approval		1,936		—		1,936		1,995		—		1,995

Intangible assets subject to amortization		8,160		1,604		6,556		8,220		1,598		6,622
Intangible assets not subject to amortization:
Trademarks/trade name rights		321		—		321		321		—		321

License rights and other intangible assets, net	$	8,481	$	1,604	$	6,877	$	8,541	$	1,598	$	6,943

We recorded, in continuing operations, amortization expense related to patents of $0.0 million and $0.2 million respectively, for the three months ended March 31, 2023 and 2022.

Our intangible assets subject to amortization are expected to be amortized as follows (in thousands):


	Year ending December 31,
2023	$	337
2024		439
2025		438
2026		438
2027		438
Thereafter		2,530

Total	$	4,620

Business, basis of presentation, new accounting standards and summary of significant accounting policies (Policies)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

General

TherapeuticsMD, Inc. (the “Company”), a Nevada corporation, and its

condensed

consolidated subsidiaries are referred to collectively in this Quarterly Report on Form

10-Q

(“10-Q

Report”) as “TherapeuticsMD,” “we,” “our” and “us.” This

10-Q

Report includes trademarks, trade names and service marks, such as TherapeuticsMD

, vitaMedMD

, BocaGreenMD

, vitaCare

, IMVEXXY

, BIJUVA

and ANNOVERA

which

are protected under applicable intellectual property laws and are the property of, or licensed by or to, us. Solely for convenience, trademarks, trade names and service marks referred to in this

10-Q

Report may appear without the

and vitaMedMD

Product-by-Product

adjusted for inflation at an annual rate of 3%, subject to certain further adjustments, including as described below. Upon the expiry of the

20-year

royalty term, the licenses granted to Mayne Pharma under the Mayne License Agreement will become a fully

paid-up

and royalty free license for the Licensed Products.

We also have license agreements with strategic partners to commercialize IMVEXXY and BIJUVA outside of the U.S.

•

one

vitaCare Divestiture

after deducting

earn-out

The divestiture of vitaCare was determined to be a component of discontinued operations in December 2022, when we

changed our business

by becoming a royalty company and as a result vitaCare activities were reclassified to discontinued operations for the three months ended March 31, 2023 and 2022.

COVID-19

With multiple variant strains of the

SARS-Cov-2

virus and the

COVID-19

disease that it causes (collectively,

“COVID-19”)

still circulating, we continue to be subject to risks and uncertainties in connection with the

COVID-19

pandemic. The extent of the future impact of the

COVID-19

pandemic on our business continues to be highly uncertain and difficult to predict.

As of the date of issuance of these condensed consolidated financial statements, the future extent to which the

COVID-19

pandemic may continue to materially impact our financial condition, liquidity, or results of operations remains uncertain and difficult to predict. Even after the

COVID-19

pandemic has subsided, we may continue to experience adverse impacts to our business as a result of any economic recession or depression that has occurred or may occur in the future.

Going Concern

Going concern

time-to-time

party thereto, and certain of our subsidiaries party thereto from time to time as guarantors (the “Financing Agreement”) and the Financing Agreement was terminated.

COVID-19

The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Basis of presentation

We prepared the condensed consolidated financial statements included in this

10-Q

10-K

(the “2022

10-K

Report”).

10-Q

Report should be read in conjunction with the condensed consolidated financial statements and accompanying notes included in our 2022

10-K

Report. Certain amounts in the condensed consolidated financial statements and accompanying notes may not add due to rounding, and all percentages have been calculated using unrounded amounts.

New accounting standards

Adoption of new accounting standards

New accounting standards or “ASUs” were assessed and determined to be either not applicable or did not have a material impact on our condensed consolidated financial statements or processes.

Common stock reverse stock split

50-for-1

paid-in

capital have been adjusted to give effect to the Reverse Stock Split.

Estimates and assumptions

Significant accounting policies

The significant accounting policies we use for quarterly financial reporting are disclosed in Note 1 of the accompanying notes to the condensed consolidated financial statements included in our 2022

10-K

report and in the section below.

Commitments and contingencies	3 Months Ended
Commitments and contingencies	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and contingencies	7. Commitments and contingencies Mayne Pharma Agreement Mayne Pharma paid us approximately $12.1 million at closing on December 30, 2022, for the acquisition of net working capital, as determined in accordance with the Transaction Agreement, and is subject to certain adjustments for a period of up to two years following the Closing Date. Pursuant to the Mayne License Agreement Amendment, Mayne Pharma also paid us approximately $1.0 million in prepaid royalties on the Closing Date. The prepaid royalties will reduce the first four quarterly payments that would have otherwise been payable pursuant to the Mayne License Agreement by an amount equal to $257,250 per quarterly royalty payment plus interest calculated at 19% per annum accruing from the Closing Date until the date such quarterly royalty payment is paid to us. In addition, Mayne Pharma will reduce one quarterly royalty payment (other than the first quarterly royalty payment) otherwise payable to us by $1.5 million in consideration of Mayne Pharma assuming our obligations under a long-term services agreement, including our minimum payment obligations thereunder. We received 0.1 million in royalty payments from Mayne Pharma during the three months ended March 31, 2023. Population Council License Agreement Under the terms of our license agreement with the Population Council, Inc. (the “Population Council License Agreement”), we paid the Population Council a milestone payment of $20.0 million in 2018, which was within 30 days following the approval by the FDA of the N ew D rug A ppli c ation (“NDA”) for ANNOVERA, and $20.0 million in 2019 following the first commercial batch release of ANNOVERA. The aggregate $40.0 million of milestone payments were recorded as license rights. The Population Council was also eligible to receive future payments upon the achievement of certain commercial sales milestones of ANNOVERA. On December 30, 2 022, we assigned the ANNOVERA license to Mayne Pharma. Our rights and obligations under the Population Council License Agreement have been transferred to Mayne Pharma and may revert back to us upon the occurrence of certain events. Legal proceedings In February 2020, we received a Paragraph IV certification notice letter (the “IMVEXXY Notice Letter”) regarding an Abbreviated New Drug Application (“ANDA”) submitted to the FDA by Teva Pharmaceuticals USA, Inc. (“Teva”). The ANDA seeks approval from the FDA to commercially manufacture, use, or sell a generic version of the 4 mcg and 10 mcg doses of IMVEXXY. In the IMVEXXY Notice Letter, Teva alleges that TherapeuticsMD patents listed in the FDA’s Orange Book that claim compositions and methods of IMVEXXY (the “IMVEXXY Patents”) are invalid, unenforceable, and/or will not be infringed by Teva’s commercial manufacture, use, or sale of its proposed generic drug product. The IMVEXXY Patents identified in the IMVEXXY Notice Letter expire in 2032 or 2033. In April 2020, we filed a complaint for patent infringement against Teva in the United States District Court for the District of New Jersey arising from Teva’s ANDA filing with the FDA. We are seeking, among other relief, an order that the effective date of any FDA approval of Teva’s ANDA would be a date no earlier than the expiration of the IMVEXXY Patents and equitable relief enjoining Teva from infringing the IMVEXXY Patents. Teva has filed its answer and counterclaim to the complaint, alleging that the IMVEXXY Patents are invalid and not infringed. In July 2021, following a proposal by Teva, the District Court entered an order temporarily staying all proceedings in the IMVEXXY litigation, which order was filed under seal. In September 2021, the District Court made available a public version of the order following the parties’ agreement to a consent motion to redact information Teva contended was confidential. The order provides that the statutory stay that prevents the FDA from granting final approval of the ANDA for 30 months from the date of the IMVEXXY Notice Letter will be extended for the number of days that the stay of the IMVEXXY litigation is in place. The length of the stay of the IMVEXXY litigation is dependent on further action by Teva. We have incurred and recorded legal costs amounting to $0.1 million in prepaid expenses and other current assets as of March 31, 2023, for the IMVEXXY Paragraph IV legal proceeding since we believe that we will successfully prevail in this legal proceeding. Upon the successful conclusion of the legal proceeding, the related capitalized legal costs will be reclassified to patents, in license rights and other intangible assets, net, in the accompanying condensed consolidated balance sheets, and such costs will be amortized over the remaining useful life of the patents. If we are unsuccessful in this legal proceeding, then the related capitalized legal costs for this legal preceding and any unamortized IMVEXXY patent costs that were previously capitalized will be immediately expensed in the period in which we become aware of an unsuccessful legal proceeding. In March 2020, we received a Paragraph IV certification notice letter (the “BIJUVA Notice Letter”) regarding an ANDA submitted to the FDA by Amneal Pharmaceuticals (“Amneal”). In April 2020, we filed a complaint for patent infringement against Amneal in the United States District Court for the District of New Jersey arising from Amneal’s ANDA filing with the FDA. In December 2021, we entered into a settlement agreement (the “Settlement Agreement”) with Amneal Pharmaceuticals, Inc., Amneal Pharmaceuticals, LLC and Amneal Pharmaceuticals of New York LLC (collectively “Amneal”) to resolve the litigation over our patents listed in the FDA’s Orange Book that claim compositions and methods of BIJUVA (the “BIJUVA Patents”). Under the terms of the Settlement Agreement, the parties filed a consent judgment with the U.S. District Court for the District of New Jersey that enjoins Amneal from marketing a generic version of BIJUVA (1 mg estradiol and 100 mg progesterone) before the expiration of the patents-in-suit, except as provided in the Settlement Agreement, and we granted Amneal a non-exclusive, non-transferable, royalty-free license to commercialize Amneal’s generic formulation of BIJUVA in the U.S. commencing in May 2032 (180 days before the current expiration date in November 2032 for the last to expire of our BIJUVA Patents), or earlier under certain circumstances customary for settlement agreements of this nature. Beginning on December 30, 2022 and per the Mayne License Agreement, Mayne Pharma is responsible for all enforcement of our patents, including the litigation discussed above with respect to Teva. From time to time, we are involved in other litigations and proceedings in the ordinary course of business. We are currently not involved in any other litigations and proceedings that we believe would have a material effect on our condensed consolidated financial condition, results of operations, or cash flows. Compliance with Nasdaq’s continued listing requirements In January 2023, we received a deficiency letter (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market, LLC (“Nasdaq”) notifying us that we were not in compliance with the rules for continued listing as set forth in Nasdaq Listing Rule 5620(a) (the “Annual Meeting Rule”) due to our failure to hold an annual meeting of stockholders within 12 months after our fiscal year ended December 31, 2021. The Notice had no immediate effect on the listing of our Common Stock. We did not hold an annual meeting of stockholders during 2022 due to our then ongoing strategic processes. The Notice stated that, under Nasdaq Listing Rule 5810(c)(2)(G), we had 45 calendar days, or until February 20, 2023, to submit a plan to regain compliance with the Annual Meeting Rule. We timely submitted such plan, and Nasdaq granted us an extension until June 29, 2023, to regain compliance. We have announced an annual meeting of stockholders to be held on June 26, 2023 which we expect will cause us to fully regain compliance with all applicable Nasdaq listing standards. Off-balance sheet arrangements As of March 31, 2023 and December 31, 2022 we had no off-balance sheet arrangements that have had or are reasonably likely to have current or future effects on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. Employment agreements In connection with our transformation into a pharmaceutical royalty company, the termination of our executive management team (except for Mr. Marlan Walker, our former General Counsel and current Chief Executive Officer) and all other employees was completed by December 30, 2022. Severance obligations for all employees other than executive officers were paid in full in the first quarter of 2023. As of March 31, 2023, we employ one full-time employee primarily engaged in an executive position. We have engaged external consultants, including certain former members of our management team, who support our relationship with current partners and assist with certain financial, legal and regulatory matters and the continued wind-down of our historical business operations. The separation of our former Interim Co-Chief Executive Officers, former Interim Chief Financial Officer and other executives from TherapeuticsMD was each a termination without “Good Cause,” as defined in their respective employment agreements. In the aggregate, as of March 31, 2023, we have accrued severance liabilities for executive termination obligations of $3.5 million.

Fixed assets - Summary of Fixed Assets, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Property Plant And Equipment [Line Items]
Fixed assets	$ 2,522	$ 2,523
Less: accumulated depreciation and amortization	2,464	2,445
Fixed assets, net	58	78
Furniture and fixtures [Member]
Property Plant And Equipment [Line Items]
Fixed assets	931	931
Computer and office equipment [Member]
Property Plant And Equipment [Line Items]
Fixed assets	1,167	1,168
Computer software [Member]
Property Plant And Equipment [Line Items]
Fixed assets	375	375
Leasehold improvements [Member]
Property Plant And Equipment [Line Items]
Fixed assets	$ 49	$ 49

Discontinued Operations

3 Months Ended

Mar. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

2. Discontinued Operations

As discussed in Note 1, we changed our business in 2022 by licensing our products to receive royalties and future sales related milestone payments, after granting an exclusive license to commercialize our IMVEXXY, BIJUVA, and prescription prenatal vitamin products sold under the BocaGreenMD and vitaMedMD brands in the United States and assigning our exclusive license to commercialize ANNOVERA to Mayne Pharma.

This plan represented a strategic shift having a major effect on our operations and financial results. Upon the completion of our restructuring and ultimate conversion from a commercial pharmaceutical company to a licensing only company with the consummation of the Mayne Transaction, we classified all direct revenues, costs and expenses related to commercial operations, within income (loss) from discontinued operations, net of tax, in the condensed consolidated statements of operations for all periods presented. We have not allocated any amounts for shared general and administrative operating support expense to discontinued operations. As required by the terms of the Financing Agreement, the proceeds from both transactions were used to fully repay our outstanding debt borrowings, and as a result interest expense and amortization of deferred financing costs as well as expense for accretion of Series A Preferred Stock and loss on extinguishment of debt are included within income (loss) from discontinued operations, net of tax (as disclosed below).

Additionally, the related assets and liabilities have been reported as assets and liabilities of discontinued operations in our condensed consolidated balance sheets as of March 31, 3023 and December 31, 2022.

The total consideration from Mayne Pharma consisted of (i) a cash payment of $140.0 million at closing, (ii) a cash payment of $12.1 million for the acquisition of net working capital subject to certain adjustments, (iii) a cash payment of approximately $1.0 million for prepaid royalties in connection with the Mayne License Agreement Amendment and (iv) the right to receive the contingent consideration set forth in the Mayne License Agreement, as amended.

Our estimate of net working capital at closing was determined in accordance with the Transaction Agreement which establishes the process for the determination of final net working capital. The determination of net working capital includes significant estimates which could change materially for a period of up to two years following the Closing Date. On March 29, 2023, we received Mayne Pharma’s closing net working capital calculation which differed significantly from our estimate of closing net working capital. We believe that our estimate of net working capital is reasonable and intend to resolve this matter through the process outlined in the Transaction Agreement. Given the recent receipt of Mayne Pharma’s calculation and the nature of the estimates involved, the outcome of this matter is uncertain at this point. As a result, we cannot reasonably estimate a range of loss, and accordingly, continue to contemplate any additional liability associated with Mayne Pharma’s calculation.

The following table presents results of discontinued operations (in thousands):


	Three months ended March, 31
	2023			2022
Product revenue, net	$	—		$	18,638
Cost of goods sold		—			4,165

Gross profit (loss)		—			14,473

Operating expenses:
Selling and marketing		—			18,895
General and administrative		335			2,515
Research and development		—			1,400
Depreciation and amortization		—			17

Total operating expenses		335			22,827

Operating profit (loss) from discontinued operations		(335	)		(8,354	)
Other income (expense), net		(958	)		(22,792	)

Total other income (expense), net		(958	)		(22,792	)

Net income (loss) from discontinued operations	$	(1,293	)	$	(31,146	)

The following table presents the carrying amounts of the classes of assets and liabilities of discontinued operations as of March 31, 2023 and December 31, 2022 (in thousands):


	March 31, 2023		December 31, 2022
Liabilities:
Current liabilities:
Accounts payable	$	828	$	12,243
Accrued expenses and other current liabilities		1,822		13,588

Total current liabilities	$	2,650	$	25,831

Prepaid and other current assets - Schedule of prepaid and other current assets consisted of the following (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Prepaid Expense and Other Assets, Current [Abstract]
Insurance	$ 1,608	$ 1,167
Capitalized legal	2,334	2,334
Other	1,504	2,533
Prepaid and other current assets	$ 5,446	$ 6,034

Discontinued Operations (Tables)

3 Months Ended

Mar. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations

The following table presents results of discontinued operations (in thousands):


	Three months ended March, 31
	2023			2022
Product revenue, net	$	—		$	18,638
Cost of goods sold		—			4,165

Gross profit (loss)		—			14,473

Operating expenses:
Selling and marketing		—			18,895
General and administrative		335			2,515
Research and development		—			1,400
Depreciation and amortization		—			17

Total operating expenses		335			22,827

Operating profit (loss) from discontinued operations		(335	)		(8,354	)
Other income (expense), net		(958	)		(22,792	)

Total other income (expense), net		(958	)		(22,792	)

Net income (loss) from discontinued operations	$	(1,293	)	$	(31,146	)

The following table presents the carrying amounts of the classes of assets and liabilities of discontinued operations as of March 31, 2023 and December 31, 2022 (in thousands):


	March 31, 2023		December 31, 2022
Liabilities:
Current liabilities:
Accounts payable	$	828	$	12,243
Accrued expenses and other current liabilities		1,822		13,588

Total current liabilities	$	2,650	$	25,831

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

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-Name Accounting Standards Codification
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-Section 50
-Paragraph 5A
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721671-107760

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 5B
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721673-107760

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 4A
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721663-107760

+ Details

Prepaid and other current assets

3 Months Ended

Mar. 31, 2023

Prepaid Expense and Other Assets, Current [Abstract]

Prepaid and other current assets

3. Prepaid and other current assets

Our prepaid and other current assets consisted of the following as of March 31, 2023 and December 31, 2022 (in thousands):


	March 31, 2023		December 31, 2022
Insurance	$	1,608	$	1,167
Capitalized legal		2,334		2,334
Other		1,504		2,533

Prepaid and other current assets	$	5,446	$	6,034

Loss per common share - Summary of computation of basic and diluted income (loss) per common share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Numerator:
Net income (loss) from continuing operations	$ (2,310)	$ (17,875)
Net income (loss) from discontinued operations	(1,293)	(31,146)
Net income (loss)	$ (3,603)	$ (49,021)
Denominator:
Weighted average common shares for basic loss per common share	9,754	8,614
Effect of dilutive securities	0	0
Weighted average common shares for diluted loss per common share	9,754	8,614
Income (loss) per common share, basic:
Basic	$ (0.24)	$ (2.08)
Diluted	(0.24)	(2.08)
Income (loss) per common share, diluted:
Basic	(0.13)	(3.62)
Diluted	$ (0.13)	$ (3.62)

Related parties	3 Months Ended
Related parties	Mar. 31, 2023
Related Party Transactions [Abstract]
Related Parties	12. Related parties On August 23, 2022, we appointed Mr. Justin Roberts as a director to fill a newly created vacancy on our Board of Directors. Mr. Roberts will serve until our 2023 Annual Meeting of Stockholders or until his successor is duly elected or appointed or his earlier death or resignation and has been nominated for reelection at the 2023 Annual Meeting of Stockholders. As a director of our Company, Mr. Roberts is entitled to receive compensation in the same manner as our other non-employee directors, described in the section entitled “Director Compensation” in our Amendment No. 1 to Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission on May 1, 2023, but he has elected not to receive any compensation for his service as a non-employee director at this time. Mr. Roberts currently serves as a Partner of Rubric Capital Management LP (“Rubric”). On July 29, 2022, September 30, 2022, October 28, 2022 and May 1, 2023, we entered into subscription agreements with Rubric. On December 30, 2022, in accordance with the terms of the Certificate of Designation, we redeemed all 29,000 outstanding shares of Series A Preferred Stock previously issued to affiliates of Rubric at a purchase price of $1,333 per share. We also paid certain affiliates of Rubric approximately $3.0 million as a make-whole payment pursuant to the subscription agreements previously entered into between us and Rubric.

Licensed rights and other intangible assets - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 0.0	$ 0.2

Accrued expenses and other current liabilities (Tables)

3 Months Ended

Mar. 31, 2023

Payables and Accruals [Abstract]

Schedule of Other Accrued Expenses and Other Current Liabilities

Other accrued expenses and other current liabilities consisted of the following (in thousands):


	March 31, 2023		December 31, 2022
Payroll and related costs	$	3,822	$	8,748
Accrued contract termination costs		5,078		4,700
Research and development expenses		—		978
Professional fees		623		415
Operating lease liabilities		1,441		1,390
Prepaid royalty		1,061		1,011
Other accrued expenses and current liabilities		2,335		1,604

Accrued expenses and other current liabilities	$	14,360	$	18,846

Stockholders' equity (deficit) - Schedule of Restricted Stock Units (Details) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) $ / shares shares
RSU Awards Outstanding [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Beginning balance, number of shares \| shares	246
Granted, number of shares \| shares	120
Vested/Released, number of shares \| shares	(189)
Ending balance, number of shares \| shares	177
Beginning balance, weighted average grant date fair value \| $ / shares	$ 29.64
Granted, weighted average grant date fair value \| $ / shares	5.12
Vested/Released, weighted average grant date fair value \| $ / shares	26.28
Ending balance, weighted average grant date fair value \| $ / shares	$ 8.15
Beginning balance, aggregate intrinsic value \| $	$ 1,376
Aggregate intrinsic value, vested/released \| $	(1,559)
Ending balance, aggregate intrinsic value \| $	$ 663
RSU Awards Vested and Not Settled [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Beginning balance, number of shares \| shares	189
Granted, number of shares \| shares	50
Vested/Released, number of shares \| shares	(189)
Ending balance, number of shares \| shares	53
Beginning balance, weighted average grant date fair value \| $ / shares	$ 26.28
Granted, weighted average grant date fair value \| $ / shares	5.12
Vested/Released, weighted average grant date fair value \| $ / shares	26.28
Ending balance, weighted average grant date fair value \| $ / shares	$ 6.85
Beginning balance, aggregate intrinsic value \| $	$ 1,059
Aggregate intrinsic value, vested/released \| $	(1,559)
Ending balance, aggregate intrinsic value \| $	$ 199