Form 8-K
false 0000025743 0000025743 2023-08-14 2023-08-14





Washington, D.C. 20549













(Exact Name of Registrant as Specified in its Charter)




Nevada   001-00100   87-0233535

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)

951 Yamato Road, Suite 220

Boca Raton, FL 33431

(Address of Principal Executive Office) (Zip Code)

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

Not Applicable

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of Each Class





Name of Each Exchange

on Which Registered

Common Stock, par value $0.001 per share   TXMD   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230-405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 2.02

Results of Operations and Financial Condition.

The information provided in Item 7.01 of this Current Report on Form 8-K is incorporated in this Item 2.02 by reference.


Item 7.01

Regulation FD Disclosure.

On August 14, 2023, TherapeuticsMD, Inc., a Nevada corporation (the “Company”), issued a press release announcing its financial results for the second quarter ended June 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01 and the information contained in Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in any such filing, regardless of any general incorporation language in the filing.

The Company does not have, and expressly disclaims, any obligation to release publicly any updates or any changes in its expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based.


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Index


Exhibit No.



99.1    Press Release from TherapeuticsMD, Inc., dated August 14, 2023, entitled “TherapeuticsMD Announces Second Quarter 2023 Financial Results”
104    Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document).


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: August 14, 2023     THERAPEUTICSMD, INC.

/s/ Marlan Walker

      Marlan Walker
      Chief Executive Officer

Exhibit 99.1



TherapeuticsMD Announces Second Quarter 2023 Financial Results

BOCA RATON, Fla. August 14, 2023 – TherapeuticsMD, Inc. (“TherapeuticsMD” or the “Company”) (NASDAQ: TXMD), a company that owns rights to pharmaceutical royalties, today reported financial results for the second quarter ended June 30, 2023.

“The Company’s transformation into a royalty-based business is ongoing. As we phase out our historical business operations, we remain focused on reducing costs and conserving cash,” stated Marlan D. Walker, Chief Executive Officer of TherapeuticsMD.

Second Quarter 2023 Financial Results

Net Loss from Continuing Operations



Net loss from continuing operations was $2.4 million for the quarter ended June 30, 2023, or $(0.24) per basic and diluted common share, compared to a net loss from continuing operations of $14.9 million, or $(1.70) per basic and diluted common share, for the comparable period in 2022.

License and Service Revenues from Continuing Operations



License and service revenues from continuing operations, which are revenues related to license agreements, were $0.4 million for the quarter ended June 30, 2023, compared to $0.3 million in license and service revenue related to sales to other licensees for the second quarter of 2022. This increase was a result of the Company’s transformation and transition from a manufacturing and commercialization business to a royalty-based business with revenue from the Mayne License Agreement.

Total Operating Expenses from Continuing Operations



Total operating expenses from continuing operations for the second quarter of 2023 were approximately $2.9 million, a decrease of approximately $11.9 million, or approximately 80.4%, compared to the second quarter of 2022. This decrease was due to the transition of the Company’s business from a manufacturing and commercialization business to a royalty-based business with limited infrastructure.

About TherapeuticsMD

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, the Company changed its business to become a pharmaceutical royalty company, primarily collecting royalties from its licensees. The Company is no longer engaging in research and development or commercial operations.

Forward-Looking Statements

This press release by TherapeuticsMD, Inc. may contain forward-looking statements. Forward-looking statements may include, but are not limited to, statements relating to TherapeuticsMD’s objectives, plans and strategies as well as statements, other than historical facts, that address activities, events or developments that the company intends, expects, projects, believes or anticipates will or may occur in the future. These statements are often characterized by terminology such as “believes,” “hopes,” “may,” “anticipates,” “should,” “intends,” “plans,” “will,” “expects,” “estimates,” “projects,” “positioned,” “strategy” and similar expressions and are based on assumptions and assessments made in light of management’s experience and perception of historical trends, current conditions, expected future developments and other factors believed to be appropriate. Forward-looking statements in this press release are made as of the date of this press release, and the company undertakes no duty to update or revise any such statements, whether as a result of new information, future events or otherwise. Forward-looking statements are not guarantees of

future performance and are subject to risks and uncertainties, many of which are outside of the company’s control. Important factors that could cause actual results, developments and business decisions to differ materially from forward-looking statements are described in the sections titled “Risk Factors” in the company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as well as reports on Form 8-K, and include the following: whether Mayne Pharma will be successful at commercializing the products that it licensed and acquired from TherapeuticsMD; whether the company is successful in winding down its operations and the costs associated therewith, including the company’s ability to obtain any additional financing necessary therefor and any adjustments to the net working capital purchased as part of the Mayne Pharma transaction; whether the company is successful in identifying strategic pathways to create additional shareholder value; the company’s ability to remain listed on Nasdaq; the impact of product liability lawsuits; the impact of leadership transitions; and the volatility of the trading price of the company’s common stock.



Marlan D. Walker    Lisa M. Wilson

Chief Executive Officer



In-Site Communications, Inc.