0001213900-24-028003 | 10-K | XBRL Viewer

Income Taxes

12 Months Ended

Dec. 31, 2023

11. Income taxes

Our income (loss) from continuing operations before income taxes is as follows (in thousands):

	Year Ending December 31,
	2023			2022
United States	$	(7,742	)	$	1,074

For the year ended December 31, 2023, there was no provision for income taxes in discontinued operations, current or deferred. For the year ended, December 31, 2023, we recorded a benefit of 0.5% in continuing operations. For the year ended December 31, 2022, there was 0% and 0.5% provision for income taxes in continuing and discontinued operations, respectively, current or deferred.

As of December 31, 2023, we had federal net operating loss (“NOL”) carryforwards of $577.0 million, which is available to offset future taxable income. Approximately $19.2 million of the federal NOLs can be carried forward for 20 years and will begin to expire in 2035. The remaining $557.8 million can be carried forward indefinitely. In the event of future income, the NOL deduction arising from NOLs generated in taxable years beginning in 2021 will be limited to 80% of the excess taxable income. The Company experienced an ownership change pursuant to IRC Sec. 382. As a result, our NOLs carryforward as of December 31, 2023 will be limited.

A reconciliation between taxes computed at the federal statutory rate and the consolidated effective tax rate is as follows:

	2023					2022
Federal statutory tax rate	$	(1,626	)	21.0	%		21.0	%
State tax rate, net of federal tax benefit		—		0.0	%		3.9	%
Adjustment in valuation allowances		(22,173	)	286.4	%		(3,228.6	)%
Excess stock benefits		2,460		(31.8	)%		835.2	%
Interest expense accretion		35		(0.5	)%		0.0	%
Permanent and other differences		21,261		(274.6	)%		2,368.5	%
(Benefit) provision for income taxes	$	(43	)	0.5	%		0.0	%

We do not expect to pay any significant federal or state income taxes as a result of (i) the losses recorded during 2023, (ii) net operating losses carry forwards from prior years.

Deferred income taxes result from temporary differences between the amount of assets and liabilities recognized for financial reporting and tax purposes. The components of the net deferred tax assets as of December 31, 2023 and 2022 are as follows:

	December 31,
	2023			2022
Deferred income tax assets (liabilities):
Net operating loss	$	158,040		$	176,631
Share-based payment compensation		3,339			8,590
Interest expense limitation		19,547			19,707
Gain on sale of ANNOVERA		(3,401	)		(3,624	)
Accrual for sales returns and coupons		288			—
R&D credit		186			186
Other, net		256			(1,062	)
Deferred income tax asset		178,255			(200,428	)
Valuation allowance		(178,255	)		200,428
Deferred income tax assets, net	$	—		$	—

We believe that it is more likely than not that we will not generate sufficient future taxable income to realize tax benefits related to our deferred tax assets and as such, a valuation allowance has been established against all the deferred tax assets as of both December 31, 2023 and 2022.

Since our first year of operations in 2011, we generated net operating losses, and our U.S. federal and state tax returns remain open to examination.

As of December 31, 2023 and 2022, we had no tax positions relating to open tax returns that were considered to be uncertain, and we had no unrecognized tax benefits.

- 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.

+ References

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+ Details

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies [Abstract]

Schedule of Remaining Lease Payments

As of December 31, 2023, our remaining lease payments were as follows (in thousands):

Year ending December 31,
2024		1,477
2025		1,513
2026		1,551
2027		1,590
2028		1,630
Thereafter		2,664
Total undiscounted lease payments		10,425
Less: imputed interest		2,420
Present value of lease payments	$	8,005

Schedule of Supplemental Balance Sheet Information Related to Leases

The following table sets forth supplemental balance sheet information related to leases (in thousands):

	As of December 31,
	2023		2022
Assets:
Operating lease right-of-use assets	$	6,873	$	7,580

Liabilities:
Operating lease liabilities current (included in accrued expenses and other current liabilities)	$	1,473	$	1,390
Operating lease liabilities, non-current	$	6,532		7,369
Total operating lease liabilities	$	8,005	$	8,759

Schedule of Other Information Related to Leases

The following table presents other information related to leases:

	As of December 31,
	2023			2022
Weighted average remaining term (years) - operating leases		6.7			7.7
Weighted average discount rate - operating leases		8.3	%		8.3	%
Cash paid for amounts included in the measurement of lease liabilities from operating lease (in thousands)	$	1,443		$	1,413
Right-of-use assets obtained in exchange for new operating lease obligations (non-cash in thousands)	$	—		$	—

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Auditor [Table]
Auditor Name	GRANT THORNTON LLP
Auditor Firm ID	248
Auditor Location	Miami, Florida

Consolidated Statements of Stockholders’ (Deficit) Equity - USD ($) $ in Thousands	Common Stock	Additional Paid in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2021	$ 9	$ 957,730	$ (1,051,360)	$ (93,621)
Balance (in Shares) at Dec. 31, 2021	8,597,000
Shares issued for sale of common stock, net of cost		2,454		2,454
Shares issued for sale of common stock, net of cost (in Shares)	565,000
Lender warrants		2,727		2,727
Rounding for fractional shares in connection with the reverse stock split
Rounding for fractional shares in connection with the reverse stock split (in Shares)	142,000
Shares issued for vested restricted and performance stock units
Shares issued for vested restricted and performance stock units (in Shares)	189,000
Shares issued for sale of common stock related to employee stock purchase plan		14		14
Shares issued for sale of common stock related to employee stock purchase plan (in Shares)	5,000
Share-based payment award compensation costs		11,572		11,572
Net income (loss)			111,997	111,997
Balance at Dec. 31, 2022	$ 9	974,497	(939,363)	35,143
Balance (in Shares) at Dec. 31, 2022	9,498,000
Shares issued for vested restricted stock units	$ 1			1
Shares issued for vested restricted stock units (in Shares)	844,000
Share-based compensation		1,271		1,271
Shares issued for sale of common stock related to private placement sale	$ 1	3,149		3,150
Shares issued for sale of common stock related to private placement sale (in Shares)	1,190,000
Net income (loss)			(10,278)	(10,278)
Balance at Dec. 31, 2023	$ 11	$ 978,917	$ (949,641)	$ 29,287
Balance (in Shares) at Dec. 31, 2023	11,532,000

Accrued Expenses and Other Current Liabilities (Details) - Schedule of Other Accrued Expenses and Other Current Liabilities - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Schedule of Other Accrued Expenses and Other Current Liabilities [Abstract]
Payroll and related costs	$ 762	$ 8,748
Accrued contract termination costs		4,700
Research and development expenses		978
Professional fees	489	415
Operating lease liabilities	1,473	1,390
Prepaid royalty		1,011
Other accrued expenses and current liabilities	409	1,604
Accrued expenses and other current liabilities	$ 3,133	$ 18,846

Income (Loss) Per Common Share

12 Months Ended

Dec. 31, 2023

Income (loss) per common share [Abstract]

Income (Loss) Per Common Share

12. Income (loss) per common share

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

	Years Ending December 31,
	2023			2022
Numerator:
Net income (loss) from continuing operations	$	(7,699	)	$	1,074
Net income (loss) from discontinued operations		(2,579	)		110,923
Net income (loss)	$	(10,278	)	$	111,997
Denominator:
Weighted average common shares for basic income (loss) per common share		10,441			9,028
Effect of dilutive securities		—			338
Weighted average common shares for diluted income (loss) per common share		10,441			9,366

Income (loss) per common share, continuing operations
Basic	$	(0.74	)	$	0.12
Diluted	$	(0.74	)	$	0.11
Income (loss) per common share, discontinued operations
Basic	$	(0.25	)	$	12.29
Diluted	$	(0.25	)	$	11.84

Since we reported a net loss from continuing operations for 2023, 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 shares are the same for 2023.

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 2023 and 2022 (in thousands):

	December 31,
	2023		2022
Stock options		72		172
RSUs		40		—
PSUs		14		—
Warrants		99		101
		225		273

Income (Loss) Per Common Share (Details) - Schedule of Outstanding Securities - shares shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Outstanding Securities [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	225	273
Stock options [Member]
Schedule of Outstanding Securities [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	72	172
RSUs [Member]
Schedule of Outstanding Securities [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	40
PSUs [Member]
Schedule of Outstanding Securities [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	14
Warrants [Member]
Schedule of Outstanding Securities [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	99	101

Discontinued Operations

12 Months Ended

Dec. 31, 2023

Discontinued Operations [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 our 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 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, proceeds from the Mayne Transaction and the vitaCare Divestiture 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 consolidated balance sheet as of December 31, 2023 and 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 final net working capital includes significant estimates which could change materially for a period of up to two years following the Closing Date.

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

	Years ended December 31,
	2023			2022

Product revenue, net	$	(833	)	$	80,749
Cost of goods sold		—			15,640
Gross profit (loss)		(833	)		65,109
Operating expenses:
Selling and marketing		—			75,208
General and administrative		481			11,301
Research and development		—			4,942
Restructuring charges		—			6,180
Total operating expenses		481			97,631
Loss from discontinued operations		(1,314	)		(32,522	)
Other income (expense):
Gain on sale of vitaCare		—			143,384
Gain on ANNOVERA sale		—			62,031
Loss on the extinguishment of debt		—			(8,380	)
Interest expense and other financing costs		—			(36,065	)
Expense for accretion of Series A Preferred Stock		—			(16,973	)
Loss on disposal of assets		(1,150	)		—
Other expense, net		(115	)		—
Total other income (expense), net		(1,265	)		143,997
Loss before from income taxes		(2,579	)		111,475
Benefit (provision) for income taxes		—			(552	)
Net income (loss) from discontinued operations	$	(2,579	)	$	110,923

The following table presents the carrying amounts of the classes of assets and liabilities of discontinued operations (in thousands):

	As of December 31,
	2023		2022
Assets:
Current assets:
Accounts receivable	$	344	$	—
Total assets		344		—
Current liabilities:
Accounts payable	$	—	$	12,243
Accrued expenses and other current liabilities		3,694		13,588
Total liabilities	$	3,694	$	25,831

Commitments and Contingencies (Details) - Schedule of Remaining Lease Payments - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Schedule of Remaining Lease Payments [Abstarct]
2024	$ 1,477
2025	1,513
2026	1,551
2027	1,590
2028	1,630
Thereafter	2,664
Total undiscounted lease payments	10,425
Less: imputed interest	2,420
Present value of lease payments	$ 8,005	$ 8,759

Stockholders’ Equity (Deficit) (Details) - Schedule of Outstanding and Exercisable Warrants and Related Transactions - Warrant [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Stockholders’ Equity (Deficit) (Details) - Schedule of Outstanding and Exercisable Warrants and Related Transactions [Line Items]
Beginning balance, Warrants	536	103
Beginning balance, Weighted Average Exercise Price	$ 13.1	$ 76.19
Warrants, Aggregate Intrinsic Value	$ 2,427
Warrants, Weighted Average Remaining Contractual Life		8 years 3 months 18 days
Exercised, Warrants	(435)
Exercised, Weighted Average Exercise Price	$ 0.01
Exercised, Weighted Average Exercise Price	$ (2,270)
Granted, Warrants		436
Granted, Weighted Average Exercise Price		$ 0.14
Expired, Warrants	(2)	(3)
Expired, Weighted Average Exercise Price	$ 0.89	$ 341.5
Ending balance, Warrants	99	536
Ending balance, Weighted Average Exercise Price	$ 66.61	$ 13.1
Warrants, Aggregate Intrinsic Value	$ 1,793	$ 2,427
Warrants, Weighted Average Remaining Contractual Life	6 years 6 months	9 years 3 months 18 days

Business, Basis of Presentation, New Accounting Standards and Summary of Significant Accounting Policies (Details)					1 Months Ended	6 Months Ended	12 Months Ended
	Nov. 15, 2023 USD ($) $ / shares shares	Jun. 09, 2023 USD ($) $ / shares shares	May 06, 2022 shares	Apr. 14, 2022 USD ($)	Aug. 31, 2023 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2034 USD ($)	May 01, 2023 $ / shares shares
Business, Basis of Presentation, New Accounting Standards and Summary of Significant Accounting Policies [Line Items]
Period of royalty payments							20 years
General							$ 140,000,000
Acquisition of net working capital							12,100,000
Cash received for prepaid royalties							1,000,000
Prepaid royalty liabilities							1,000,000
Quarterly royalty payment							$ 257
Quarterly royalty payment, interest per annum							19.00%
Royalty payment						$ 600,000
Restricted cash								$ 11,250,000
Shares of common stock (in Shares) \| shares							11,532,000	9,498,000
Par value per share (in Dollars per share) \| $ / shares							$ 0.001	$ 0.001
General and administrative operating support expense							$ 8,903,000	$ 56,710,000
Cash FDIC insured amount							250,000
Amortization of intangible assets							$ 500,000
Number of reportable segment							1
Number of operating segment							1
Payments to acquire businesses							$ 140,000,000
Present value of annual minimum royalty discount rate							10.45%
License sales							$ 300,000
License revenue							1,000,000
Royalty sales							500,000
Contract assets							$ 21,600,000
Reverse stock split, description			shares of our outstanding Common Stock were split at a ratio of 50-for-1
Number of authorized shares of common stock (in Shares) \| shares							32,000,000	12,000,000
Loss contingency accrual							$ 0
Employees after workforce reduction								1
Restructuring charges including discontinued operations								$ 15,700,000
Accrued expenses and other current liabilities							409,000	1,604,000
Accrued Expenses And Other Current Liabilities [Member]
Business, Basis of Presentation, New Accounting Standards and Summary of Significant Accounting Policies [Line Items]
Restructuring costs							2,500,000
Current Liabilities For Discontinued Operations [Member]
Business, Basis of Presentation, New Accounting Standards and Summary of Significant Accounting Policies [Line Items]
Restructuring costs								6,200,000
Accrued expenses and other current liabilities								$ 9,300,000
Maximum [Member]
Business, Basis of Presentation, New Accounting Standards and Summary of Significant Accounting Policies [Line Items]
Additional milestone payments to be received on achievement of sales milestone payments							$ 30,000,000
Number of authorized shares of common stock (in Shares) \| shares							12,000,000	32,000,000
Minimum [Member]
Business, Basis of Presentation, New Accounting Standards and Summary of Significant Accounting Policies [Line Items]
Number of authorized shares of common stock (in Shares) \| shares			12,000,000
Vita Care 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				$ 142,600,000
Transaction costs				7,200,000
Gain on sale of business				143,400,000
Vita Care 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				7,000,000
Annoveras [Member]
Business, Basis of Presentation, New Accounting Standards and Summary of Significant Accounting Policies [Line Items]
Gain on intangible assets write off							$ 30,200,000
Annoveras [Member] \| Discontinued Operations [Member]
Business, Basis of Presentation, New Accounting Standards and Summary of Significant Accounting Policies [Line Items]
General and administrative operating support expense							$ 0
Licensing Agreements [Member]
Business, Basis of Presentation, New Accounting Standards and Summary of Significant Accounting Policies [Line Items]
Amortization of intangible assets								$ 3,000,000
Royalty Agreements [Member]
Business, Basis of Presentation, New Accounting Standards and Summary of Significant Accounting Policies [Line Items]
Decrease in royalty rate on product-by-product basis							2.00%
Minimal annual royalty payment							$ 3,000,000
Inflation rate adjusted for minimal annual royalty payment							3.00%
Milestone Payments One [Member] \| Royalty Agreements [Member]
Business, Basis of Presentation, New Accounting Standards and Summary of Significant Accounting Policies [Line Items]
Threshold annual net sales to determine royalty rate							$ 80,000,000
Royalty Rate One [Member] \| Royalty Agreements [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							$ 80,000,000
Royalty Rate Two [Member] \| Royalty Agreements [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%
Common Stock [Member] \| Maximum [Member]
Business, Basis of Presentation, New Accounting Standards and Summary of Significant Accounting Policies [Line Items]
Number of authorized shares of common stock (in Shares) \| shares			600,000,000
Forecast [Member]
Business, Basis of Presentation, New Accounting Standards and Summary of Significant Accounting Policies [Line Items]
Aggregate minimum annual royalty Payments due									$ 42,600,000
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							$ 3,000,000
Period of minimal annual royalty payment							12 years
Inflation rate adjusted for minimal annual royalty payment							3.00%
Prepaid royalty liabilities							$ 1,000,000
Royalty payment payable under long term service agreement							1,500,000
Additional fund					$ 900,000
Accounts Payable and Other Accrued Liabilities					$ 1,500,000
Cash received in acquire businesses							140,000,000
Proceeds from acquire businesses net of working capital adjustments							12,100,000
Mayne License Agreement [Member] \| Milestone Payments One [Member]
Business, Basis of Presentation, New Accounting Standards and Summary of Significant Accounting Policies [Line Items]
One-time milestone payments							5,000,000
Threshold net sales amount to determine one-time milestone payment							100,000,000
Mayne License Agreement [Member] \| Milestone Payments Two [Member]
Business, Basis of Presentation, New Accounting Standards and Summary of Significant Accounting Policies [Line Items]
One-time milestone payments							10,000,000
Threshold net sales amount to determine one-time milestone payment							200,000,000
Mayne License Agreement [Member] \| Milestone Payments Three [Member]
Business, Basis of Presentation, New Accounting Standards and Summary of Significant Accounting Policies [Line Items]
One-time milestone payments							15,000,000
Threshold net sales amount to determine one-time milestone payment							$ 300,000,000
Mayne License Agreement [Member] \| Royalty Rate One [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							$ 80,000,000
Mayne License Agreement [Member] \| Royalty Rate Two [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							$ 80,000,000
Stock Purchase Agreement [Member] \| Vita Care Divestiture [Member]
Business, Basis of Presentation, New Accounting Standards and Summary of Significant Accounting Policies [Line Items]
Restricted cash				$ 11,300,000
Rubric Capital Management L P [Member]
Business, Basis of Presentation, New Accounting Standards and Summary of Significant Accounting Policies [Line Items]
Shares of common stock (in Shares) \| shares										5,000,000
Par value per share (in Dollars per share) \| $ / shares	$ 2.28									$ 0.001
Shares, Issued (in Shares) \| shares		312,525
Shares Issued, Price Per Share (in Dollars per share) \| $ / shares		$ 3.6797
Gross proceeds	$ 2,000,000	$ 1,150,000
Shares of common stock (in Shares) \| shares	1,000,000
Theramex License Agreements [Member] \| Bijuvas [Member]
Business, Basis of Presentation, New Accounting Standards and Summary of Significant Accounting Policies [Line Items]
License sales							$ 300,000
Land and Building [Member] \| Maximum [Member]
Business, Basis of Presentation, New Accounting Standards and Summary of Significant Accounting Policies [Line Items]
Useful life of assets							7 years
Land and Building [Member] \| Minimum [Member]
Business, Basis of Presentation, New Accounting Standards and Summary of Significant Accounting Policies [Line Items]
Useful life of assets							3 years
Software and Software Development Costs [Member] \| Maximum [Member]
Business, Basis of Presentation, New Accounting Standards and Summary of Significant Accounting Policies [Line Items]
Useful life of assets							7 years
Software and Software Development Costs [Member] \| Minimum [Member]
Business, Basis of Presentation, New Accounting Standards and Summary of Significant Accounting Policies [Line Items]
Useful life of assets							5 years

Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2023

Discontinued Operations [Abstract]

Schedule of Discontinued Operations

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

	Years ended December 31,
	2023			2022

Product revenue, net	$	(833	)	$	80,749
Cost of goods sold		—			15,640
Gross profit (loss)		(833	)		65,109
Operating expenses:
Selling and marketing		—			75,208
General and administrative		481			11,301
Research and development		—			4,942
Restructuring charges		—			6,180
Total operating expenses		481			97,631
Loss from discontinued operations		(1,314	)		(32,522	)
Other income (expense):
Gain on sale of vitaCare		—			143,384
Gain on ANNOVERA sale		—			62,031
Loss on the extinguishment of debt		—			(8,380	)
Interest expense and other financing costs		—			(36,065	)
Expense for accretion of Series A Preferred Stock		—			(16,973	)
Loss on disposal of assets		(1,150	)		—
Other expense, net		(115	)		—
Total other income (expense), net		(1,265	)		143,997
Loss before from income taxes		(2,579	)		111,475
Benefit (provision) for income taxes		—			(552	)
Net income (loss) from discontinued operations	$	(2,579	)	$	110,923

Schedule of Classes of Liabilities of Discontinued Operations

The following table presents the carrying amounts of the classes of assets and liabilities of discontinued operations (in thousands):

	As of December 31,
	2023		2022
Assets:
Current assets:
Accounts receivable	$	344	$	—
Total assets		344		—
Current liabilities:
Accounts payable	$	—	$	12,243
Accrued expenses and other current liabilities		3,694		13,588
Total liabilities	$	3,694	$	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

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-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-SubTopic 10
-Topic 360
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+ Details

Fixed Assets (Details) - Schedule of Fixed Assets, Net - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Fixed assets	$ 2,522	$ 2,523
Less: accumulated depreciation and amortization	2,522	2,445
Fixed assets, net		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

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Prepaid and Other Current Assets

12 Months Ended

Dec. 31, 2023

Prepaid and Other Current Assets [Abstract]

Prepaid and other current assets

3. Prepaid and other current assets

Our prepaid and other current assets consisted of the following (in thousands):

	December 31,
	2023		2022
Insurance	$	253	$	1,167
Capitalized legal		2,334		2,334
Other		1,448		2,533
Prepaid and other current assets	$	4,035	$	6,034

Discontinued Operations (Details) - Schedule of Classes of Liabilities of Discontinued Operations - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Schedule Of Classes Of Liabilities Of Discontinued Operations Abstract
Accounts receivable	$ 344
Total assets	344
Accounts payable		12,243
Accrued expenses and other current liabilities	3,694	13,588
Total liabilities	$ 3,694	$ 25,831

Stockholders’ Equity (Deficit) (Details) - USD ($)		12 Months Ended
Stockholders’ Equity (Deficit) (Details) - USD ($)	Jan. 26, 2023	Dec. 31, 2023	Dec. 31, 2022
Stockholders’ Equity (Deficit) [Line Items]
Warrant per share		$ 0.13
Expected term		10 years
Percentage of volatility		69.40%
Expected dividend rate		0.00%
Percentage of risk free interest		2.90%
Share-based payment arrangement, expense		$ 1,300,000	$ 11,600,000
Total unrecognized share based compensation		300,000
Unrecognized compensation cost		$ 300,000
Share-based compensation over a weighted average period		9 months 18 days
Two Thousand Nineteen Stock Incentive Plan [Member]
Stockholders’ Equity (Deficit) [Line Items]
Remaining shares of common stock available for future issuance		394,669,000
Minimum [Member]
Stockholders’ Equity (Deficit) [Line Items]
Common stock shares authorized	12,000,000
Maximum [Member]
Stockholders’ Equity (Deficit) [Line Items]
Common stock shares authorized	32,000,000
Phantom Share Units (PSUs) [Member]
Stockholders’ Equity (Deficit) [Line Items]
Number of shares outstanding		126,573,000
Performance Shares [Member]
Stockholders’ Equity (Deficit) [Line Items]
Vesting percentage			100.00%

Licensed Rights and Other Intangible Assets (Details) - Schedule of Intangible Assets Subject To Amortization $ in Thousands	Dec. 31, 2022 USD ($)
Schedule of Intangible Assets Subject To Amortization [Abstract]
2024	$ 533
2025	445
2026	445
2027	445
2028	445
Thereafter	5,347
Total	$ 7,660

Commitments and Contingencies (Details) - Schedule of Other Information Related to Leases - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Other Information Related to Leases [Abstract]
Weighted average remaining term (years) - operating leases	6 years 8 months 12 days	7 years 8 months 12 days
Weighted average discount rate - operating leases	8.30%	8.30%
Cash paid for amounts included in the measurement of lease liabilities from operating lease (in thousands)	$ 1,443	$ 1,413
Right-of-use assets obtained in exchange for new operating lease obligations (non-cash in thousands)

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (10,278)	$ 111,997

- 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

Income (Loss) Per Common Share (Details) - Schedule of Computation of Basic and Diluted Income (Loss) Per Common Share - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Numerator:
Net income (loss) from continuing operations (in Dollars)	$ (7,699)	$ 1,074
Net income (loss) from discontinued operations (in Dollars)	(2,579)	110,923
Net income (loss) (in Dollars)	$ (10,278)	$ 111,997
Denominator:
Weighted average common shares for basic income (loss) per common share (in Shares)	10,441	9,028
Effect of dilutive securities (in Shares)		338
Weighted average common shares for diluted income (loss) per common share (in Shares)	10,441	9,366
Income (loss) per common share, continuing operations
Basic	$ (0.74)	$ 0.12
Diluted	(0.74)	0.11
Income (loss) per common share, discontinued operations
Basic	(0.25)	12.29
Diluted	$ (0.25)	$ 11.84

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Statement of Cash Flows [Abstract]
Net income (loss)	$ (10,278)	$ 111,997
Less: Income (loss) from discontinued operations, net of tax	(2,579)	110,923
Net income (loss) from continuing operations	(7,699)	1,074
Adjustments to reconcile net income (loss) to net cash provided by (used in) continuing operating activities:
Depreciation and amortization	922	1,193
Share-based payment compensation costs	1,271	11,572
Make-whole payment accretion		(354)
Other	(129)	(40)
Changes in operating assets and liabilities:
Prepaid and other current assets	1,999	620
Other assets	(1,126)	(7,636)
Accounts payable	(2,135)	(1,211)
Accrued expenses and other current liabilities	(15,713)	4,262
Other non-current liabilities	(471)	(121)
Total adjustments	(15,382)	8,285
Net cash provided by (used in) continuing operating activities	(23,081)	9,359
Cash flows from continuing investing activities:
Receipts (payment) for patents		(355)
Net cash used in continuing investing activities		(355)
Cash flows from continuing financing activities:
Proceeds from sale of common stock, net of costs	3,151	2,454
Proceeds from sale of common stock related to employee stock purchase plan		14
Repayments of debt		(219,432)
Proceeds from Series A Preferred Stock, net of transaction costs		21,684
Repurchase of Preferred Stock at liquidation preference		(38,657)
Proceeds from make-whole derivative		3,322
Repayment of make-whole derivative		(2,969)
Payment of debt financing fees		(1,622)
Net cash provided by (used in) continuing financing activities	3,151	(235,206)
Discontinued operations:
Net cash used in operating activities	(25,060)	(13,437)
Net cash provided by investing activities	0	223,834
Net cash provided by financing activities	0	0
Net cash provided by (used in) discontinued operations	(25,060)	210,397
Net decrease in cash	(44,990)	(15,805)
Cash and restricted cash - continuing operations, beginning of period	49,317	64,907
Cash and restricted cash - discontinued operations, beginning of period		215
Total cash and restricted cash, end of period	4,327	49,317
Supplemental disclosure of cash flow information:
Interest paid		13,545
Supplemental disclosure of noncash financing activities:
Warrants issued in relation to debt financing agreement		$ 2,727

Licensed Rights and Other Intangible Assets (Details) - Schedule of License Rights and Other Intangible Assets, Net - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Licensed Rights and Other Intangible Assets (Details) - Schedule of License Rights and Other Intangible Assets, Net [Line Items]
Gross Carrying Amount	$ 7,969	$ 8,541
Accumulated Amortization	1,871	1,598
Net	6,098	6,943
Hormone Therapy Drug Patents [Member]
Licensed Rights and Other Intangible Assets (Details) - Schedule of License Rights and Other Intangible Assets, Net [Line Items]
Gross Carrying Amount	6,818	6,225
Accumulated Amortization	1,871	1,598
Net	4,947	4,627
Hormone therapy drug patents applied and pending approval [Member]
Licensed Rights and Other Intangible Assets (Details) - Schedule of License Rights and Other Intangible Assets, Net [Line Items]
Gross Carrying Amount	842	1,995
Accumulated Amortization
Net	842	1,995
Intangible Assets Subject to Amortization [Member]
Licensed Rights and Other Intangible Assets (Details) - Schedule of License Rights and Other Intangible Assets, Net [Line Items]
Gross Carrying Amount	7,660	8,220
Accumulated Amortization	1,871	1,598
Net	5,789	6,622
Trademarks and Trade Names [Member]
Licensed Rights and Other Intangible Assets (Details) - Schedule of License Rights and Other Intangible Assets, Net [Line Items]
Gross Carrying Amount	309	321
Accumulated Amortization
Net	$ 309	$ 321

Revenue (Details)	12 Months Ended
Revenue (Details)	Dec. 31, 2023 USD ($)
Revenue [Line Items]
Period of minimal annual royalty payment	20 years
License sale	$ 300,000
License revenue	1,000,000
Royalty sales	$ 500,000
Mayne License Agreement [Member]
Revenue [Line Items]
Period of minimal annual royalty payment	20 years
Decrease in royalty rate on product-by-product basis	2.00%
Minimal annual royalty payment	$ 3,000,000
Period of minimal annual royalty payment	12 years
Inflation rate adjusted for minimal annual royalty payment	3.00%
Mayne License Agreement [Member] \| Milestone Payments 1 [Member]
Revenue [Line Items]
One-time milestone payments	$ 5,000,000
Threshold net sales amount to determine one-time milestone payment	100,000,000
Mayne License Agreement [Member] \| Milestone Payments 2 [Member]
Revenue [Line Items]
One-time milestone payments	10,000,000
Threshold net sales amount to determine one-time milestone payment	200,000,000
Mayne License Agreement [Member] \| Milestone Payments 3 [Member]
Revenue [Line Items]
One-time milestone payments	15,000,000
Threshold net sales amount to determine one-time milestone payment	$ 300,000,000
Mayne License Agreement [Member] \| Royalty Rate 1 [Member]
Revenue [Line Items]
Royalty rate as percentage on net sales	8.00%
Threshold annual net sales to determine royalty rate	$ 80,000,000
Mayne License Agreement [Member] \| Royalty Rate 2 [Member]
Revenue [Line Items]
Royalty rate as percentage on net sales	7.50%
Threshold annual net sales to determine royalty rate	$ 80,000,000

Stockholders’ Equity (Deficit) (Details) - Schedule of Stock Options Activity - USD ($)		12 Months Ended
	Jan. 01, 2022	Dec. 31, 2023	Dec. 31, 2022
Schedule of Stock Options Activity [Abstract]
Options awards outstanding, Beginning balance	353,000	172,000	353,000
Options awards outstanding, weighted average exercise price, Beginning balance	$ 225.98	$ 228.28	$ 225.98
Options awards outstanding, aggregate intrinsic value
Options awards outstanding, Weighted Average Remaining Contractual Life (in Years)	3 years 9 months 18 days
Options awards exercisable, Beginning balance	336,000	170,000	336,000
Options awards exercisable, weighted average exercise price, Beginning balance	$ 230.93	$ 229.43	$ 230.93
Options awards exercisable, Aggregate Intrinsic Value
Options awards exercisable, Weighted Average Remaining Contractual Life (in Years)	3 years 7 months 6 days	3 years	3 years 7 months 6 days
Options awards outstanding, Cancelled/Forfeited			(4,000)
Options awards outstanding Weighted Average Exercise Price, Cancelled/Forfeited			$ 94.99
Options awards outstanding, Expired		(100,000)	(177,000)
Options awards outstanding Weighted Average Exercise Price, Expired		$ 206.15	$ 226.56
Options awards outstanding, Ending balance		72,000	172,000
Options awards outstanding, weighted average exercise price, Ending balance		$ 258.55	$ 228.28
Options awards outstanding, aggregate intrinsic value
Options awards outstanding, Weighted Average Remaining Contractual Life (in Years)		3 years	3 years 7 months 6 days
Options awards exercisable, Ending balance		73,000	170,000
Options awards exercisable, weighted average exercise price, Ending balance		$ 258.46	$ 229.43
Options awards exercisable, Aggregate Intrinsic Value

Fixed Assets

12 Months Ended

Dec. 31, 2023

Fixed Assets [Abstract]

Fixed assets

4. Fixed assets

Our fixed assets, net consisted of the following (in thousands):

	December 31,
	2023		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		2,522		2,445
Fixed assets, net	$	—	$	78

We recorded in continuing operations, depreciation expense of $0.1 million for 2023 and $0.6 million for 2022.

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Taxes [Abstract]

Schedule of Income (Loss) from Continuing Operations Before Income Taxes

Our income (loss) from continuing operations before income taxes is as follows (in thousands):

	Year Ending December 31,
	2023			2022
United States	$	(7,742	)	$	1,074

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation between taxes computed at the federal statutory rate and the consolidated effective tax rate is as follows:

	2023					2022
Federal statutory tax rate	$	(1,626	)	21.0	%		21.0	%
State tax rate, net of federal tax benefit		—		0.0	%		3.9	%
Adjustment in valuation allowances		(22,173	)	286.4	%		(3,228.6	)%
Excess stock benefits		2,460		(31.8	)%		835.2	%
Interest expense accretion		35		(0.5	)%		0.0	%
Permanent and other differences		21,261		(274.6	)%		2,368.5	%
(Benefit) provision for income taxes	$	(43	)	0.5	%		0.0	%

Schedule of Components of Net Deferred Income Tax Asset

	December 31,
	2023			2022
Deferred income tax assets (liabilities):
Net operating loss	$	158,040		$	176,631
Share-based payment compensation		3,339			8,590
Interest expense limitation		19,547			19,707
Gain on sale of ANNOVERA		(3,401	)		(3,624	)
Accrual for sales returns and coupons		288			—
R&D credit		186			186
Other, net		256			(1,062	)
Deferred income tax asset		178,255			(200,428	)
Valuation allowance		(178,255	)		200,428
Deferred income tax assets, net	$	—		$	—

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Accrued Expenses and Other Current Liabilities [Abstract]

Schedule of Other Accrued Expenses and Other Current Liabilities

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

	As of December 31,
	2023		2022
Payroll and related costs	$	762	$	8,748
Accrued contract termination costs		—		4,700
Research and development expenses		—		978
Professional fees		489		415
Operating lease liabilities		1,473		1,390
Prepaid royalty		—		1,011
Other accrued expenses and current liabilities		409		1,604
Accrued expenses and other current liabilities	$	3,133	$	18,846

Accrued Expenses and Other Current Liabilities (Details) $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($)
Accrued Expenses and Other Current Liabilities [Abstract]
Advertising expense	$ 13.2

Stockholders’ Equity (Deficit) (Tables)

12 Months Ended

Dec. 31, 2023

Stockholders’ Equity (Deficit) [Abstract]

Schedule of Outstanding and Exercisable Warrants and Related Transactions

As of December 31, 2023, the following table summarizes the status of our outstanding and exercisable warrants and related transactions since December 31, 2021 (in thousands, except weighted average exercise price and weighted average remaining contractual life data):

	Warrants outstanding and exercisable
	Warrants			Weighted Average Exercise Price		Aggregate Intrinsic Value			Weighted Average Remaining Contractual Life (in Years)
Balance, December 31, 2021		103		$	76.19	$	—			8.3
Granted		436			0.14
Expired		(3	)		341.5
Balance, December 31, 2022		536			13.10		2,427			9.3
Exercised		(435	)		0.01		(2,270	)
Expired		(2	)		0.89
Balance, December 31, 2023		99		$	66.61	$	1,793			6.5

Schedule of Stock Options 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, 2022		353		$	225.98		—		3.8		336		230.93	$	—		3.6
Granted		—			—		—		—		—		—		—		—
Exercised		—			—		—		—		—		—		—		—
Cancelled/Forfeited		(4	)		94.99		—		—		—		—		—		—
Expired		(177	)		226.56		—		—		—		—		—		—
As of December 31, 2022		172			228.28		—		3.6		170		229.43		—		3.6
Granted		—			—		—		—		—		—		—		—
Exercised		—			—		—		—		—		—		—		—
Cancelled/Forfeited		—			—		—		—		—		—		—		—
Expired		(100	)		206.15		—		—		—		—		—		—
As of December 31, 2023		72		$	258.55	$	—		3.0		73		258.46	$	—		3.0

Schedule of the Status of our Unvested and Related Transactions

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

	RSUs awards outstanding
	RSUs			Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
Balance, January 1, 2022		272		$	58.00	$	4,890.00
Granted		170			16.05
Vested		(327	)		48.20
Cancelled/Forfeited		(58	)		37
Balance, as of December 31, 2022		57			14.57		318.63
Granted		163			4.82		—
Vested		(180	)		6.83		—
Cancelled/Forfeited		—			—		—
Balance, as of December 31, 2023		40		$	9.67	$	89.6

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

	PSUs			Weighted Average Grant Date Fair Value			Aggregate Intrinsic Value
Balance, December 31, 2021		164		$	51.50		$	2,953
Granted		63			34.50
Vested and settled		(133	)		47.12			(2,382.98	)
Cancelled/Forfeited		(75	)		(44.85	)
Unvested, as of January 1, 2023		19			52.15			107.55
Granted		—			—			—
Vested		(5	)		56.05			(10.72	)
Cancelled/Forfeited		—			—			—
Unvested, as of December 31, 2023		14		$	50.87		$	33

Revenue

12 Months Ended

Dec. 31, 2023

Revenue [Abstract]

Revenue

10. 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 minimum 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.

In 2023, we recorded BIJUVA license sales of $0.3 million made through the Theramex License Agreement and $1.0 million pertaining to our licensed products with Mayne Pharma, which was recorded as license revenue. Additionally, we recognized $0.5 million in other income pertaining to royalty sales of ANNOVERA.

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Income Taxes (Details) - Schedule of Income (Loss) from Continuing Operations Before Income Taxes - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
United States [Member]
Income Taxes (Details) - Schedule of Income (Loss) from Continuing Operations Before Income Taxes [Line Items]
United States	$ (7,742)	$ 1,074

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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+ Details

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue, net:
Total revenue, net	$ 1,302	$ 69,963
Cost of revenue		1,397
Gross profit	1,302	68,566
Operating expenses:
Selling, general and administrative	8,903	56,710
Depreciation & amortization	922	1,193
Restructuring		9,472
Total operating expenses	9,825	67,375
Income (loss) from operations	(8,523)	1,191
Other income (expense):
Miscellaneous income (expense)	781	(117)
Total other income (loss), net	781	(117)
Income (loss) from continuing operations before income taxes	(7,742)	1,074
Benefit (provision) for income taxes	43
Net income (loss) from continuing operations	(7,699)	1,074
Income (loss) from discontinued operations, net of income taxes	(2,579)	110,923
Net income (loss)	$ (10,278)	$ 111,997
Income (loss) per common share, basic:
Continuing operations (in Dollars per share)	$ (0.74)	$ 0.12
Discontinued operations, net (in Dollars per share)	(0.25)	12.29
Net income (loss) per common share, basic (in Dollars per share)	(0.98)	12.41
Income (loss) per common share, diluted:
Continuing operations (in Dollars per share)	(0.74)	0.11
Discontinued operations, net (in Dollars per share)	(0.25)	11.84
Net income (loss) per common share, diluted (in Dollars per share)	$ (0.98)	$ 11.96
Weighted average common shares, basic (in Shares)	10,441	9,028
Weighted average common shares, diluted (in Shares)	10,441	9,366
Net income (loss)	$ (10,278)	$ 111,997
Other comprehensive income
Comprehensive income (loss):	(10,278)	111,997
License and service revenue
Revenue, net:
Total revenue, net	$ 1,302	$ 69,963

Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
Income Taxes (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Income Taxes [Line Items]
Provision for income taxes continuing and discontinued operations	0.50%
Operating loss (“NOL”) carryforwards		$ 577.0
Carried forward		20 years
Excess taxable income		80.00%
Unrecognized tax benefits
Minimum [Member]
Income Taxes [Line Items]
Provision for income taxes continuing and discontinued operations		0.00%
Maximum [Member]
Income Taxes [Line Items]
Provision for income taxes continuing and discontinued operations		0.50%
Expiration Period 20 Years [Member]
Income Taxes [Line Items]
Operating loss (“NOL”) carryforwards		$ 19.2
Expiration Period Indefinite [Member]
Income Taxes [Line Items]
Operating loss (“NOL”) carryforwards		$ 557.8

Fixed Assets (Details) - USD ($) $ in Millions	12 Months Ended
Fixed Assets (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Fixed Assets [Abstract]
Depreciation expense	$ 0.1	$ 0.6

Licensed Rights and Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2023

Licensed Rights and Other Intangible Assets [Abstract]

Schedule of License Rights and Other Intangible Assets, Net

The following provides information about our license rights and other intangible assets, net (in thousands):

	As of December 31, 2023						As of December 31, 2022
	Gross						Gross
	Carrying		Accumulated				Carrying		Accumulated
	Amount		Amortization		Net		Amount		Amortization		Net
Intangible assets subject to amortization:
Hormone therapy drug patents	$	6,818	$	1,871	$	4,947	$	6,225	$	1,598	$	4,627
Hormone therapy drug patents applied and pending approval		842		—		842		1,995		—		1,995
Intangible assets subject to amortization		7,660		1,871		5,789		8,220		1,598		6,622
Intangible assets not subject to amortization:
Trademarks/trade name rights		309		—		309		321		—		321
Intangible assets, net	$	7,969	$	1,871	$	6,098	$	8,541	$	1,598	$	6,943

Schedule of Intangible Assets Subject To Amortization

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

Year ending December 31,
2024		533
2025		445
2026		445
2027		445
2028		445
Thereafter		5,347
Total	$	7,660

Prepaid and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2023

Prepaid and Other Current Assets [Abstract]

Schedule of Prepaid and Other Current Assets

Our prepaid and other current assets consisted of the following (in thousands):

	December 31,
	2023		2022
Insurance	$	253	$	1,167
Capitalized legal		2,334		2,334
Other		1,448		2,533
Prepaid and other current assets	$	4,035	$	6,034

Business, Basis of Presentation, New Accounting Standards and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Business, Basis of Presentation, New Accounting Standards and Summary of Significant 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 consolidated subsidiaries are referred to collectively in this Annual Report on Form 10-K (“2023 10-K Report”) as “TherapeuticsMD,” “we,” “our” and “us.” This 2023 10-K Report includes trademarks, trade names and service marks, such as TherapeuticsMD^®, vitaMedMD^®, BocaGreenMD^®, vitaCareTM, IMVEXXY^®, and BIJUVA^®, 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 2023 10-K Report may appear without the ^®, TM or SM 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, in 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.

In 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.

Under the Mayne License Agreement, Mayne Pharma will pay us one-time 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 minimum 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.

Under the 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 under the Transaction Agreement and the grant of the licenses under the Mayne License 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 reduced 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 was paid to us. We and Mayne Pharma settled the $1.5 million of consideration due to Mayne for the assumed 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 the parties agreed, during the second quarter of 2023, Mayne Parma held back our royalty payment of $0.6 million and we funded an additional $0.9 million in August 2023 to settle the original $1.5 million payable.

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 consolidated financial statements. Assets and liabilities associated with the commercial business are classified as assets and liabilities of discontinued operations in our consolidated balance sheets. Additional disclosures regarding discontinued operations are provided in Note 2.

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

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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.

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In September 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.

We have engaged external consultants 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. On August 15, 2023, we entered into a master services agreement with JZ Advisory Group, pursuant to which Joseph Ziegler would serve as our Principal Financial and Accounting Officer. On August 17, 2023 Michael C. Donegan notified us of his decision to resign from the positions of Principal Financial and Accounting Officer of our Company effective as of August 17, 2023. Mr. Ziegler succeeded Mr. Donegan as Principal Financial and Accounting Officer as of the date of Mr. Donegan’s resignation.

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 Purchase Agreement 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.

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 2023 and 2022.

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 the TherapeuticsMD for the purchase of the Transferred Assets under the Transaction Agreement 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.

On May 1, 2023, we entered into a Subscription Agreement (the “Subscription Agreement”) with Rubric Capital Management LP (“Rubric”), pursuant to which we agreed to sell to Rubric, or one or more of its affiliates, up to an aggregate of 5,000,000 shares of our common stock, par value $0.001 per share (our “Common Stock”), from time to time during the term of the Subscription Agreement in separate draw-downs at our election. On June 29, 2023, we issued and sold 312,525 shares of Common Stock at a price per share equal to $3.6797 pursuant to the Subscription Agreement. We received gross proceeds of $1.15 million from the draw down, before expenses. On November 15, 2023 Rubric drew down an additional 1,000,000 shares of Common Stock at a price per share equal to $2.28. We received gross proceeds of $2.0 million from the drawdown, before expenses.

In February 2024, the Company received Mayne Pharma’s calculation of allowance for payer rebates and wholesale distributor fees which differed significantly from the Company’s estimate of the allowances. The Company believes its estimated allowances for payer rebates and wholesale distributor fees are reasonable and intends to resolve this matter through the process outlined in the Transaction Agreement. Given the recent receipt of Mayne Pharma’s allowance calculation and the nature of the estimates involved, the outcome of this matter is uncertain at this point. As a result, the Company cannot reasonably estimate a range of loss, and accordingly, the Company has not accrued any additional liability associated with Mayne Pharma’s allowance calculation for payer rebates and wholesale distributor fees.

As of December 31, 2023, the Company believes no additional accrual is required for amounts that may be owed for the allowance for returns under the Transaction Agreement. The Company has not recorded any contingent gains or receivables for any such allowances. Management continues to monitor the unresolved and pending net working capital items as changes to estimated amounts owed or amounts due from Mayne Pharma that may be material.

If Mayne Pharma’s sales of IMVEXXY, BIJUVA, or ANNOVERA grow more slowly than expected or decline, if the net working capital settlement with Mayne Pharma under the Transaction Agreement is greater than our current estimates, if we are unsuccessful with future financings or if 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 consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

A. Basis of presentation

The consolidated financial statements and related notes include our parent company and all wholly owned subsidiaries. The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the Unites States of America (“U.S. GAAP”). Our fiscal year-end is as of and for the year ended December 31st for each year presented. All intercompany transactions among our businesses have been eliminated.

As part of the transformation and as a result of the vitaCare divestiture and the Mayne Transaction, historical results of commercial operations for all periods prior to the Closing Date have been reflected as discontinued operations in the consolidated financial statements. Assets and liabilities associated with the commercial business are classified as assets and liabilities of discontinued operations in the consolidated balance sheet. Additional disclosures regarding discontinued operations are provided in Note 2 of these consolidated financial statements.

Certain amounts in the notes to the consolidated financial statements may not add due to rounding. Certain prior period amounts have been reclassified to conform to current-period presentation.

B. New accounting standards

Adoption of new accounting standards

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosures.” ASU 2023-09 enhances the transparency and decision usefulness of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. ASU 2023-09 will be effective for the Company in its income tax disclosure included in its 2025 Annual Report on Form 10-K and will be applied on a prospective basis. However, retrospective application is permitted. Early adoption is also permitted. The Company is evaluating the impact of ASU 2023-09 on the Company's income tax disclosures and on its consolidated financial statements.

C. Discontinued Operations

Discontinued operations comprise activities that were disposed of at the end of the period, represent a separate major line of business that can be clearly distinguished for operational and financial reporting purposes and represent a business shift having a major effect on the Company’s operations and financial results according to Accounting Standard Codification (“ASC”) Topic 205, Presentation of Financial Statements. An adjustment has been made to the consolidated statements of operations for the twelve months ended December 31, 2023 and 2022 to reclassify commercial activities and vitaCare activities to discontinued operations as both components, in the aggregate, represented a business shift that will have a major effect on the Company’s operations and financial results. No amounts for shared general and administrative operating support expense were allocated 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. 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. Additionally, the related assets and liabilities have been reported as assets and liabilities of discontinued operations in the Company’s consolidated balance sheet as of December 31, 2023 and 2022. For additional information, see Note 2 - Discontinued Operations.

D. Estimates and assumptions

The preparation of 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.

E. Cash and Restricted Cash

For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.

We maintain cash at financial institutions that at times may exceed the Federal Deposit Insurance Corporation (“FDIC”) insured limits of $0.25 million per bank. We have never experienced any losses related to these funds.

Restricted cash was comprised of escrowed funds deposited with a bank relating to the vitaCare Divestiture. All restrictions were lifted in March 2023.

F. Fair Value Measurements

Fair value is the price to sell an asset or transfer a liability and therefore represents an exit price in the principal market (or in the absence of a principal market, the most advantageous market). It represents a market-based measurement that contemplates a hypothetical transaction between market participants at the measurement date.

The unique characteristics of an asset or liability and the availability of observable prices affect the number of valuation approaches and/or techniques used in a fair value analysis. We measure fair value using observable and unobservable inputs. We give the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3 inputs).

We apply the following fair value hierarchy:

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Level 1 - Quoted prices (unadjusted) in active markets for identical assets and liabilities.

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Level 2 - Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices; and inputs that are not directly observable but are corroborated by observable market data.

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Level 3 - Inputs that are unobservable.

The carrying amount of our cash, restricted cash, accounts receivable, accounts payable and accrued expenses approximate their fair value because of the short-term maturity of such instruments, which are considered Level 1 under the fair value hierarchy.

G. Fixed assets

Fixed assets are carried at cost less accumulated depreciation and amortization. We charge maintenance costs, which do not significantly extend the useful lives of the respective assets, and repair costs to operating expenses as incurred. We compute depreciation using the straight-line method over the estimated useful lives of the related assets, which range from three to seven years. Leasehold improvements are depreciated over the shorter of their useful life or the term of the lease. Long-lived assets held and used by us, including fixed assets, are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

We capitalize software and software development costs incurred to create and acquire computer software for internal use, principally related to software coding and application development. We begin to capitalize software development costs when both the preliminary project stage is completed, and it is probable that the software will be used as intended. Capitalized software costs include only external direct costs and services utilized in developing or obtaining computer software. Capitalized software costs are amortized on a straight-line basis when placed into service over the estimated useful life, generally five to seven years.

H. License rights and other intangibles assets

We record license rights and other intangible assets at cost, which includes external costs, consisting primary of legal costs, incurred in securing our patents and trademarks.

License rights costs related to ANNOVERA were amortized until December 30, 2022 over the useful life over which the license rights would contribute directly or indirectly to our cash flows. The cost was amortized using the straight-line method as the pattern of economic benefit could not be reliably determined. On December 30, 2022, we assigned our ANNOVERA license to Mayne Pharma and included the remaining ANNOVERA license cost of $30.2 million in our calculation of the gain on sale of assets. In addition, amortization of license rights of $3.0 million for 2022 was reclassified to discontinued operations.

Intangible assets subject to amortization, such as patents, are amortized over the useful life of the patent using the straight-line method. If the patent is not granted, we write off any capitalized patent costs at that time. Intangible assets not subject to amortization, such as trademarks, are perpetual and have indefinite lives.

We review license rights and other intangible assets subject to amortization on a periodic basis to determine whether events and circumstances would indicate impairment or warrant a revision to their remaining useful lives. We assess other intangible assets not subject to amortization for potential impairment at least annually during the fourth quarter of each year, or more frequently if events occur or circumstances change that would more likely than not reduce the fair value of the intangible assets below their carrying value.

I. Segment reporting

We manage and operate as one business, which prior to December 2022 was focused on creating and commercializing products targeted exclusively for women and after we signed Mayne License Agreement, is focused on collecting royalties from licensing our products. Our business is led by our chief executive officer. We do not operate separate lines of business with respect to any of our products, and we do not prepare discrete financial information with respect to separate products. Accordingly, we view our business as one reportable operating segment.

J. Revenue recognition

We determine the amount of revenue to be recognized through application of the following steps:

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Identification of the contract with a customer;

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Identification of the performance obligations in the contract;

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Determination of the transaction price;

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Allocation of the transaction price to the performance obligations in the contract; and

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Recognition of revenue when or as we satisfy the performance obligations.

A performance obligation is a promise in a contract to transfer a product or service to a customer. A good or service is considered to be transferred when the customer receives the goods or service or obtains control, and we treat shipping as a fulfillment activity rather than as a separate obligation. We generally recognize revenue at a point in time when all of our performance obligations under the terms of a contract are satisfied. Revenue is recognized upon transfer of control of promised products or services in an amount that reflects the consideration we expect to receive in exchange for those products or services. The collectability of consideration on the contract is reasonably assured before revenue is recognized. To the extent that customer payment has been received before all recognition criteria are met, these revenues are initially deferred in other accruals on the balance sheet and the revenue is recognized in the period that all recognition criteria have been met.

License revenue

License arrangements may consist of non-refundable upfront license fees, exclusive licensed rights to patented or patent pending technology, and various performance or sales milestones and future product royalty payments. Some of these arrangements may include multiple performance obligations. Non-refundable up-front fees that are not contingent on any future performance by us, and do not require continuing involvement on our part, are recognized as revenue when the right to use functional intellectual property is transferred to the customer.

On December 30, 2022, we granted an exclusive license to commercialize our prescription products and assigning the Company’s exclusive license to commercialize ANNOVERA to Mayne Pharma, which resulted in a business shift that had a major effect on our operations and financial results. As part of the transformation that included the Mayne License Agreement, historical results of commercial operations have been reflected as discontinued operations in the Company’s consolidated financial statements for all periods prior to the Closing Date. As of December 31, 2022, we are no longer directly engaged in the sale of prescription products.

Under the terms of the Mayne License Agreement, we received $140 million at closing and we are eligible to receive additional payments in the aggregate of up to an additional $30 million, based on the achievement of sales milestones (collectively, the “Milestone Amounts”). The proceeds at closing were allocated between consideration for the sale of ANNOVERA and the initial license fee for the Licensed Products, as the sale of ANNOVERA was accounted for under ASC 610-20, Gains and Losses from Derecognition of Nonfinancial Assets in arriving at the gain on disposal (see Note 2), while the license grant of the other products were recognized under the provisions of ASC 606, Revenue from Contracts with Customers, as a license of functional intellectual property. The proceeds were allocated among the Licensed Products on the relative net present value of forecasted future product sales from those products. The Milestone Amounts will be recognized, as applicable, in subsequent periods based on actual product sales that exceed the respective net sales milestones as such variable consideration is constrained by the occurrence of the subsequent sales.

Our royalty revenue in 2023 primarily related to royalties provided for under the Mayne License Agreement based on Mayne Pharma’s sales of the licensed products subject to that agreement. Under the Mayne License Agreement, the Company is entitled to earn royalties on net sales of all of the Licensed Products at a royalty rate of (i) 8% on the first $80 million of net sales of the Licensed Products and (ii) 7.5% on net sales of all of the Licensed Products after the first $80 million of net sales. The royalty rate is subject to a 2% reduction upon the earlier to occur of (i) the expiration or revocation of the last valid claim covering a Licensed Product, and (ii) a generic product launch (a “LOE”). We are entitled to minimum annual royalties beginning with the year ending December 31, 2023 ($3 million annual minimum) and continuing with 3% annual increases through the year ending December 31, 2034 (the “Minimum Annual Royalty”). The total Minimum Annual Royalty we are entitled to is $42.6 million, and this total amount was allocated among the Licensed Products on the relative net present value of forecasted future product sales from those products. The portion allocated to consideration for the sale of ANNOVERA was attributed towards the gain on disposal of that asset. For the remaining portion allocated to the license grants for the other products, we determined that the minimum guarantee underlying the Minimum Annual Royalty should be treated as fixed consideration and recognized under ASC 606 at the point in time when the license was transferred. Since the Minimum Annual Royalty will be received in annual installments through 2034, we determined the transaction price allocated under ASC 606 contained a significant financing component, and we therefore determined the initial royalty revenue and corresponding receivable based on the present value of the allocated Minimum Annual Royalty. The present value was calculated using a discount rate of 10.45%, based on the credit characteristics of Mayne Pharma and the timing of future payments, and the value will be accreted to full value through the earlier of January 1, 2034 or a LOE. This royalty receivable is a contract asset as of December 31, 2022 and 2023, and is further subject to offset by Mayne Pharma (see L. Contract Assets and Liabilities below).

Royalty revenue earned in excess of the Minimum Annual Royalty will be recognized under ASC 606, which provides revenue recognition constraints by requiring the recognition of revenue at the later of the following: 1) when the subsequent sale occurs or 2) when the performance obligation to which some or all of the sales-based royalty has been allocated has been satisfied (or partially satisfied). We applied the royalty recognition constraint required under the guidance for sales-based royalties, which requires a sales-based royalty to be recorded no sooner than the underlying sale. Therefore, royalties on sales of products commercialized by Mayne Pharma will be recognized in the subsequent periods that the Licensed Products are sold.

In 2023, we recorded BIJUVA license sales of $0.3 million made through the Theramex License Agreement and $1.0 million pertaining to our licensed products with Mayne Pharma, which was recognized as license revenue. Additionally, we recognized $0.5 million in other income pertaining to royalty sales of ANNOVERA.

K. Cost of revenue

Cost of revenue includes the cost of inventory, manufacturing, manufacturing overhead and supply chain costs and product shipping and handling costs. Costs related to the Population Council License Agreement, which were based on our net sales of ANNOVERA, and amortization of license rights were reclassified to discontinued operations for 2022 as a result of the transaction with Mayne Pharma.

L. Contract Assets and Liabilities

Contract assets totaling $21.6 million as of December 31, 2023, include royalties recognized from the Minimum Annual Royalty (see J. Revenue Recognition above).

M. Share-based payment awards

We account for share-based payment awards on a fair value basis of the equity instrument issued. Under fair value accounting, the grant-date fair value of the share-based payment award is amortized as compensation expense, on a straight-line basis, over the service period (generally, the vesting period) for both graded and cliff vesting awards. We have elected to account for forfeitures as they occur.

Common stock reverse stock split

On May 6, 2022, we completed a reverse stock split of 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 of 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 of 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 (the “Board”) 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.

Increase of authorized shares

On June 26, 2023, at our combined 2022 and 2023 Annual Meeting, our stockholders approved an amendment to our Amended and Restated Articles of Incorporation to increase the number of authorized shares of Common Stock from 12 million shares to 32 million shares.

N. Income taxes

Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and income tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recorded as a component of the income tax provision in the period that includes the enactment date.

Regular assessments are made on the likelihood that our deferred tax assets will be recovered from our future taxable income. Our evaluation is based on estimates, assumptions, and includes an analysis of available positive and negative evidence, giving weight based on the evidence’s relative objectivity. Sources of positive evidence include estimates of future taxable income, future reversal of existing taxable temporary differences, taxable income in carryback years, and available tax planning strategies. Sources of negative evidence include current and cumulative losses in recent years, losses expected in early future years, any history of operating losses or tax credit carryforwards expiring unused, and unsettled circumstances that, if unfavorably resolved, would adversely affect future profit levels.

The remaining carrying value of our deferred tax assets, after recording the valuation allowance on our deferred tax assets, is based on our present belief that it is more likely than not that we will be able to generate sufficient future taxable income to utilize such deferred tax assets. The amount of the remaining deferred tax assets considered recoverable could be adjusted if our estimates of future taxable income during the carryforward period change favorably or unfavorably. To the extent we believe that it is more likely than not that some or all the remaining deferred tax assets will not be realized, we must establish a valuation allowance against those deferred tax assets, resulting in additional income tax expense in the period such determination is made. To the extent a valuation allowance currently exists, we will continue to monitor all positive and negative evidence until we believe it is more likely than not that it is no longer necessary, resulting in an income tax benefit in the period such determination is made.

Our policy is to recognize both interest and penalties related to uncertain tax positions as part of the income tax provision. Significant judgment is required in evaluating our tax positions, and in determining our provisions for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. We establish reserves when, despite our belief that the income tax return positions are fully supportable, certain positions are likely to be challenged and we may ultimately not prevail in defending those positions.

O. Earnings per common share

Basic earnings or loss per common share is computed by dividing net income or loss available to common stockholders by the sum of the weighted average number of shares of common stock. Diluted earnings per common share is computed by dividing net income available to common stockholders by the sum of the weighted average number of shares of common stock and the number of additional shares of common stock that would have been outstanding if our outstanding potentially dilutive securities had been issued. Potentially dilutive securities include awards of non-vested or vested and not settled restricted stock units, performance stock units where the performance requirements have been met and not settled, warrants and options. The dilutive effect of potentially dilutive securities is reflected in diluted earnings per common share by application of the treasury stock method, except if its impact is anti-dilutive. Under the treasury stock method, an increase in the fair market value of our common stock can result in a greater dilutive effect from potentially dilutive securities.

P. Leases

We determine if an arrangement is a lease at inception. Determining whether a contract contains a lease includes judgment regarding whether the contract conveys the right to control the use of identified property or equipment for a period of time in exchange for consideration.

We account for our lease-related assets and liabilities based on their classification as operating leases or finance leases, following the relevant accounting guidance. For all the lessee arrangements, we have elected an accounting policy to combine non-lease components with the related-lease components and treat the combined items as a lease for accounting purposes. We measure lease related assets and liabilities based on the present value of lease payments, including in-substance fixed payments, variable payments that depend on an index or rate measured at the commencement date, and the amount we believe is probable we will pay the lessor under residual value guarantees when applicable. We discount lease payments based on our estimated incremental borrowing rate at lease commencement (or modification), which is primarily based on our estimated credit rating, the lease term at commencement, and the contract currency of the lease arrangement. We have elected to exclude short-term leases (leases with an original lease term less than one year) from the measurement of lease-related assets and liabilities.

We test right-of-use assets in an operating or finance lease at the asset group level (because these assets are long-lived nonfinancial assets and should be accounted for the same way as other long-lived nonfinancial assets) whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

We sublease our unoccupied facilities to third parties. Any impairment to the associated right-of-use asset, leasehold improvements, or other assets as a result of the sublease is recognized in the period when a decision to sublease is made and recorded in our consolidated statement of operations. We recognize sublease income on a straight-line basis over the sublease term.

Q. Loss Contingencies

In determining whether an accrual for a loss contingency is required, we first assess the likelihood of occurrence of the future event or events that will confirm the loss. When a loss is probable (the future event or events are likely to occur) and the amount of the loss can be reasonably estimated, the estimated loss is accrued. If the reasonable estimate of the loss is a range and an amount within the range appears to be a better estimate than any other amount within the range, that amount should be accrued. However, if no amount within the range is a better estimate, the minimum amount in the range should be accrued. When a loss is reasonably possible (the chance of the future event or events occurring is more than remote but less than likely), no accrual is recognized. See Note 8 for more information.

R. Restructuring charges

During the year ended December 31, 2022, the Company initiated and completed a restructuring plan that resulted in a reduction of its workforce to one employee. One-time termination benefits include severance, continuation of health insurance coverage, and other benefits for a specified period of time, as well as contract terminations and fixed assets write-downs, which resulted in $15.7 million of restructuring costs for the year ended December 31, 2022. There were no restructuring costs incurred during the year ended December 31, 2023. Restructuring costs have been recognized in the accompanying consolidated statement of operations as follows (in thousands):

	Year ended December 31,
	2022
Executive termination benefits	$	3,897
Consulting and legal expenses		3,060
Other contract termination costs		2,515
Total restructuring expenses - general and administrative expenses	$	9,472

Employee termination benefits	$	4,813
Other contract termination costs		1,367
Total restructuring expenses - discontinued operations	$	6,180

At December 31, 2023 and 2022 respectively, $2.5 million and $6.2 million of restructuring costs were included in current liabilities of discontinued operations in the accompanying consolidated balance sheets. At December 31, 2022, $9.3 million related to restructuring costs was included in accrued expenses and other current liabilities.

S. Reclassification of prior year presentation

Certain prior year amounts have been reclassified for consistency with the current year presentation.

Income Taxes (Details) - Schedule of Effective Income Tax Rate Reconciliation - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Effective Income Tax Rate Reconciliation [Abstract]
Federal statutory tax rate (in Dollars)	$ (1,626)
Federal statutory tax rate, percentage	21.00%	21.00%
State tax rate, net of federal tax benefit (in Dollars)
State tax rate, net of federal tax benefit, percentage	0.00%	3.90%
Adjustment in valuation allowances (in Dollars)	$ (22,173)
Adjustment in valuation allowances, percentage	286.40%	(3228.60%)
Excess stock benefits (in Dollars)	$ 2,460
Excess stock benefits, percentage	(31.80%)	835.20%
Interest expense accretion (in Dollars)	$ 35
Interest expense accretion, percentage	(0.50%)	0.00%
Permanent and other differences (in Dollars)	$ 21,261
Permanent and other differences, percentage	(274.60%)	2368.50%
(Benefit) provision for income taxes (in Dollars)	$ (43)
(Benefit) provision for income taxes, percentage	0.50%	0.00%

Fixed Assets (Tables)

12 Months Ended

Dec. 31, 2023

Fixed Assets [Abstract]

Schedule of Fixed Assets, Net

Our fixed assets, net consisted of the following (in thousands):

	December 31,
	2023		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		2,522		2,445
Fixed assets, net	$	—	$	78

Business Concentrations

12 Months Ended

Dec. 31, 2023

Business Concentrations [Abstract]

Business Concentrations

14. 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 consolidated financial statements. Assets and liabilities associated with the commercial business are classified as assets and liabilities of discontinued operations in our consolidated balance sheets. Additional disclosures regarding discontinued operations are provided in Note 2.

For the year ended December 31, 2023, 100% of license revenue related to Mayne Pharma and Theramex.

As of December 31, 2023, we had a royalty receivable of $3.1 million relating to the short-term portion of receivable from Mayne Pharma and Theramex and $18.5 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.

Related parties

12 Months Ended

Dec. 31, 2023

Related parties [Abstract]

Related parties

13. 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 was elected to serve as a director at our combined 2022 and 2023 Annual Meeting held on June 26, 2023. Mr. Roberts will serve until our next Annual Meeting of Stockholders or until his successor is duly elected or appointed or his earlier death or resignation. 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. 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. 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. On June 29, 2023, we issued and sold 312,525 shares of Common Stock to Rubric at a price per share equal to $3.6797 pursuant to the Subscription Agreement and received gross proceeds of $1.15 million, before expenses. On November 15, 2023 Rubric drew down an additional 877,192 shares of Common Stock at a price per share equal to $2.2761. We received gross proceeds of $2.0 million from the drawdown, before expenses.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
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-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2023	Mar. 27, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Financial Statement Error Correction [Flag]	false
Entity Interactive Data Current	Yes
ICFR Auditor Attestation Flag	false
Amendment Flag	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Documents Incorporated by Reference [Text Block]	Part III (Items 10, 11, 12, 13 and 14) of this annual report on Form 10-K is incorporated by reference from the definitive Proxy Statement for the 2024 Annual Meeting of Stockholders or an amendment to this annual report on Form 10-K to be filed with the Securities and Exchange Commission no later than 120 days after the end of the registrant’s fiscal year covered by this report.
Entity Information [Line Items]
Entity Registrant Name	THERAPEUTICSMD, INC.
Entity Central Index Key	0000025743
Entity File Number	001-00100
Entity Tax Identification Number	87-0233535
Entity Incorporation, State or Country Code	NV
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Public Float			$ 34,439,072
Entity Contact Personnel [Line Items]
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
Entity Phone Fax Numbers [Line Items]
City Area Code	561
Local Phone Number	961-1900
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	TXMD
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		11,532,443

Discontinued Operations (Details) - Schedule of Discontinued Operations - Discontinued Operations [Member] - Annoveras [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Discontinued Operations (Details) - Schedule of Discontinued Operations [Line Items]
Product revenue, net	$ (833)	$ 80,749
Cost of goods sold		15,640
Gross profit (loss)	(833)	65,109
Operating expenses:
Selling and marketing		75,208
General and administrative	481	11,301
Research and development		4,942
Restructuring charges		6,180
Total operating expenses	481	97,631
Loss from discontinued operations	(1,314)	(32,522)
Other income (expense):
Gain on sale of vitaCare		143,384
Gain on ANNOVERA sale		62,031
Loss on the extinguishment of debt		(8,380)
Interest expense and other financing costs		(36,065)
Expense for accretion of Series A Preferred Stock		(16,973)
Loss on disposal of assets	(1,150)
Other expense, net	(115)
Total other income (expense), net	(1,265)	143,997
Loss before from income taxes	(2,579)	111,475
Benefit (provision) for income taxes		(552)
Net income (loss) from discontinued operations	$ (2,579)	$ 110,923

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Cash and cash equivalents	$ 4,327	$ 38,067
Restricted cash		11,250
Royalty receivable, current portion	3,090
Prepaid and other current assets	4,035	6,034
Current assets of discontinued operations	344
Total current assets	11,796	55,351
Fixed assets, net		78
License rights and other intangible assets, net	6,098	6,943
Royalty receivable, long term	18,484	20,253
Other non-current assets	58	253
Right of use assets	6,873	7,580
Total assets	43,309	90,458
Accounts payable	27	2,162
Accrued expenses and other current liabilities	3,133	18,846
Current liabilities of discontinued operations	3,694	25,831
Total current liabilities	6,854	46,839
Operating lease liabilities, non-current	6,532	7,369
Other non-current liabilities	636	1,107
Total liabilities	14,022	55,315
Commitments and contingencies (Note 8)
Common stock, par value $0.001; 32,000 and 12,000 shares authorized, 11,532 and 9,498 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively	11	9
Additional paid-in capital	978,917	974,497
Accumulated deficit	(949,641)	(939,363)
Total stockholders’ equity	29,287	35,143
Total liabilities and stockholders’ equity	$ 43,309	$ 90,458

Licensed Rights and Other Intangible Assets (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Licensed Rights and Other Intangible Assets [Line Items]
Amortization expense	$ 0.5
Patents [Member]
Licensed Rights and Other Intangible Assets [Line Items]
Amortization expense	$ 0.8	$ 0.6
Licensing Agreements [Member]
Licensed Rights and Other Intangible Assets [Line Items]
Amortization expense		$ 3.0

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common Stock, Par or Stated Value Per Share \| $ / shares (in Dollars per share)	$ 0.001	$ 0.001
Common Stock, Shares Authorized	32,000,000	12,000,000
Common Stock, Shares, Issued	11,532,000	9,498,000
Common Stock, Shares, Outstanding	11,532,000	9,498,000

Commitments and Contingencies (Details) $ in Millions	9 Months Ended	12 Months Ended
Commitments and Contingencies (Details) $ in Millions	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2019 USD ($) m²	Dec. 31, 2018 USD ($) m²	Jun. 30, 2019 m²	Oct. 31, 2018 m²
Commitments and Contingencies [Line Items]
Rentable square feet (in Square Meters) \| m²				48,651	7,561	6,536	62,748
Lease expiry year				11 years
Lease extend term		two
Lease consecutive periods		5 years
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration]		lease expense	lease expense
Operating lease expense		$ 2.3	$ 2.1
Rental income		1.3	0.0
Commercial batch release amount				$ 20.0
Chief Financial Officer [Member]
Commitments and Contingencies [Line Items]
Executive termination obligations		0.4
Paragraph Four Certification Notice Letter [Member] \| Prepaid Expenses and Other Current Assets [Member]
Commitments and Contingencies [Line Items]
Legal costs		2.3
Mayne Pharma Agreement [Member]
Commitments and Contingencies [Line Items]
Acquisition of net working capital			$ 12.1
Working capital amounts		5.5
Mayne Pharma Agreement [Member] \| Minimum [Member]
Commitments and Contingencies [Line Items]
Incremental accrual for net working capital	$ 3.5
Mayne Pharma Agreement [Member] \| Maximum [Member]
Commitments and Contingencies [Line Items]
Incremental accrual for net working capital	$ 5.5
Population Council License Agreement [Member]
Commitments and Contingencies [Line Items]
Milestone payment					$ 20.0
Population Council License Agreement [Member] \| Annoveras [Member]
Commitments and Contingencies [Line Items]
Aggregate of milestone payments		$ 40.0

Licensed Rights and Other Intangible Assets

12 Months Ended

Dec. 31, 2023

Licensed Rights and Other Intangible Assets [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 (in thousands):

	As of December 31, 2023						As of December 31, 2022
	Gross						Gross
	Carrying		Accumulated				Carrying		Accumulated
	Amount		Amortization		Net		Amount		Amortization		Net
Intangible assets subject to amortization:
Hormone therapy drug patents	$	6,818	$	1,871	$	4,947	$	6,225	$	1,598	$	4,627
Hormone therapy drug patents applied and pending approval		842		—		842		1,995		—		1,995
Intangible assets subject to amortization		7,660		1,871		5,789		8,220		1,598		6,622
Intangible assets not subject to amortization:
Trademarks/trade name rights		309		—		309		321		—		321
Intangible assets, net	$	7,969	$	1,871	$	6,098	$	8,541	$	1,598	$	6,943

We recorded, in continuing operations, amortization expense related to patents of $0.8 million for 2023, of which $0.5 million is accelerated amortization as a result of a review of our intangible assets, and $0.6 million for 2022. We recorded amortization expense related to the exclusive license rights agreement with Population Council of $3.0 million for 2022, which was reclassified to discontinued operations after we completed transaction with Mayne Pharma in December 2022, and excluded from the table above.

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

Year ending December 31,
2024		533
2025		445
2026		445
2027		445
2028		445
Thereafter		5,347
Total	$	7,660

We use a combination of qualitative and quantitative factors to assess licensed rights and intangible assets for impairment. In the year ending December 31, 2023, we have not impaired any of our hormone therapy drug patent assets.

Commitments and Contingencies (Details) - Schedule of Supplemental Balance Sheet Information Related to Leases - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Schedule Of Supplemental Balance Sheet Information Related To Leases Abstract
Operating lease right-of-use assets	$ 6,873	$ 7,580
Operating lease liabilities current (included in accrued expenses and other current liabilities)	1,473	1,390
Operating lease liabilities, non-current	6,532	7,369
Total operating lease liabilities	$ 8,005	$ 8,759

Business Concentrations (Details) $ in Millions	12 Months Ended
Business Concentrations (Details) $ in Millions	Dec. 31, 2023 USD ($)
Theramex [Member]
Business Concentrations [Line Items]
Customer license revenue percentage	100.00%
Mayne Pharma [Member]
Business Concentrations [Line Items]
Royalty receivable short term portion	$ 3.1
Royalty receivable long term portion	$ 18.5

Stockholders’ Equity (Deficit)

12 Months Ended

Dec. 31, 2023

Stockholders’ Equity (Deficit) [Abstract]

Stockholders’ Equity (Deficit)

9. Stockholders’ Equity

Increase of authorized shares

Warrants

	Warrants outstanding and exercisable
	Warrants			Weighted Average Exercise Price		Aggregate Intrinsic Value			Weighted Average Remaining Contractual Life (in Years)
Balance, December 31, 2021		103		$	76.19	$	—			8.3
Granted		436			0.14
Expired		(3	)		341.5
Balance, December 31, 2022		536			13.10		2,427			9.3
Exercised		(435	)		0.01		(2,270	)
Expired		(2	)		0.89
Balance, December 31, 2023		99		$	66.61	$	1,793			6.5

We used the Black Scholes option pricing model to estimate the fair value of the warrants issued. The weighted average fair value of the warrants issued in 2022 was $0.13 per warrant and the assumptions used to determine such fair value were as follows: expected term of 10 years, volatility of 69.4%, dividend yields of 0% and risk-free interest rates of 2.9%.

Share-based compensation payment plans

As of December 31, 2023, 126,573 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). As of December 31, 2023, 394,669 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, 2022		353		$	225.98		—		3.8		336		230.93	$	—		3.6
Granted		—			—		—		—		—		—		—		—
Exercised		—			—		—		—		—		—		—		—
Cancelled/Forfeited		(4	)		94.99		—		—		—		—		—		—
Expired		(177	)		226.56		—		—		—		—		—		—
As of December 31, 2022		172			228.28		—		3.6		170		229.43		—		3.6
Granted		—			—		—		—		—		—		—		—
Exercised		—			—		—		—		—		—		—		—
Cancelled/Forfeited		—			—		—		—		—		—		—		—
Expired		(100	)		206.15		—		—		—		—		—		—
As of December 31, 2023		72		$	258.55	$	—		3.0		73		258.46	$	—		3.0

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

	RSUs awards outstanding
	RSUs			Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
Balance, January 1, 2022		272		$	58.00	$	4,890.00
Granted		170			16.05
Vested		(327	)		48.20
Cancelled/Forfeited		(58	)		37
Balance, as of December 31, 2022		57			14.57		318.63
Granted		163			4.82		—
Vested		(180	)		6.83		—
Cancelled/Forfeited		—			—		—
Balance, as of December 31, 2023		40		$	9.67	$	89.6

	PSUs			Weighted Average Grant Date Fair Value			Aggregate Intrinsic Value
Balance, December 31, 2021		164		$	51.50		$	2,953
Granted		63			34.50
Vested and settled		(133	)		47.12			(2,382.98	)
Cancelled/Forfeited		(75	)		(44.85	)
Unvested, as of January 1, 2023		19			52.15			107.55
Granted		—			—			—
Vested		(5	)		56.05			(10.72	)
Cancelled/Forfeited		—			—			—
Unvested, as of December 31, 2023		14		$	50.87		$	33

Share-based payment compensation cost

Share-based payment compensation expense for PSUs is based on 100% vesting which was a part of the termination 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 employee stock purchase plan (“ESPP”) totaling $1.3 million for 2023 and $11.6 million for 2022.

As of December 31, 2023, we had $0.3 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 consolidated balance sheets. No tax benefit was realized due to a continued pattern of net losses.

The unrecognized compensation cost as of December 31, 2023 of $0.3 million is expected to be recognized as share-based payment award compensation over a weighted average period of 0.8 years.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Stockholders’ Equity (Deficit) (Details) - Schedule of the Status of our Unvested and Related Transactions - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Restricted Stock Units (RSUs) [Member]
Stockholders’ Equity (Deficit) (Details) - Schedule of the Status of our Unvested and Related Transactions [Line Items]
Unvested, Beginning balance (in Shares)	57	272
Weighted Average Grant Date Fair Value, Beginning balance	$ 14.57	$ 58
Aggregate Intrinsic Value, Beginning balance	$ 318.63	$ 4,890
Unvested, Granted (in Shares)	163	170
Weighted Average Grant Date Fair Value, Granted	$ 4.82	$ 16.05
Aggregate Intrinsic Value, Granted
Unvested, Vested (in Shares)	(180)	(327)
Weighted Average Grant Date Fair Value, Vested	$ 6.83	$ 48.2
Aggregate Intrinsic Value, Vested
Unvested, Cancelled/Forfeited (in Shares)		(58)
Weighted Average Grant Date Fair Value, Cancelled/Forfeited		$ (37)
Weighted Average Grant Date Fair Value, Cancelled/Forfeited		$ 37
Aggregate Intrinsic Value, Cancelled/Forfeited
Unvested Ending balance (in Shares)	40	57
Weighted Average Grant Date Fair Value, Ending balance	$ 9.67	$ 14.57
Aggregate Intrinsic Value, Ending balance	$ 89.6	$ 318.63
Performance Shares [Member]
Stockholders’ Equity (Deficit) (Details) - Schedule of the Status of our Unvested and Related Transactions [Line Items]
Unvested, Beginning balance (in Shares)	19	164
Weighted Average Grant Date Fair Value, Beginning balance	$ 52.15	$ 51.5
Aggregate Intrinsic Value, Beginning balance	$ 107.55	$ 2,953
Unvested, Granted (in Shares)		63
Weighted Average Grant Date Fair Value, Granted		$ 34.5
Aggregate Intrinsic Value, Granted
Unvested, Vested (in Shares)	(5)	(133)
Weighted Average Grant Date Fair Value, Vested	$ 56.05	$ 47.12
Aggregate Intrinsic Value, Vested	$ (10.72)	$ (2,382.98)
Unvested, Cancelled/Forfeited (in Shares)		(75)
Weighted Average Grant Date Fair Value, Cancelled/Forfeited		$ (44.85)
Weighted Average Grant Date Fair Value, Cancelled/Forfeited		$ 44.85
Aggregate Intrinsic Value, Cancelled/Forfeited
Unvested Ending balance (in Shares)	14	19
Weighted Average Grant Date Fair Value, Ending balance	$ 50.87	$ 52.15
Aggregate Intrinsic Value, Ending balance	$ 33	$ 107.55

Income Taxes (Details) - Schedule of Components of Net Deferred Income Tax Asset - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred income tax assets (liabilities):
Net operating loss	$ 158,040	$ 176,631
Share-based payment compensation	3,339	8,590
Interest expense limitation	19,547	19,707
Gain on sale of ANNOVERA	(3,401)	(3,624)
Accrual for sales returns and coupons	288
R&D credit	186	186
Other, net	256	(1,062)
Deferred income tax asset	178,255	(200,428)
Valuation allowance	(178,255)	200,428
Deferred income tax assets, net

Business, Basis of Presentation, New Accounting Standards and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Business, Basis of Presentation, New Accounting Standards and Summary of Significant Accounting Policies [Abstract]

Summary of Restructuring Cost Recognition

Restructuring costs have been recognized in the accompanying consolidated statement of operations as follows (in thousands):

	Year ended December 31,
	2022
Executive termination benefits	$	3,897
Consulting and legal expenses		3,060
Other contract termination costs		2,515
Total restructuring expenses - general and administrative expenses	$	9,472

Employee termination benefits	$	4,813
Other contract termination costs		1,367
Total restructuring expenses - discontinued operations	$	6,180

Business, Basis of Presentation, New Accounting Standards and Summary of Significant Accounting Policies (Details) - Summary of Restructuring Cost Recognition - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
Total restructuring expenses - general and administrative expenses		$ 9,472
Total restructuring expenses - discontinued operations		6,180
Executive Termination Benefits [Member]
Restructuring Cost and Reserve [Line Items]
Total restructuring expenses - general and administrative expenses		3,897
Consulting And Legal Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Total restructuring expenses - general and administrative expenses		3,060
Other Contract Termination Costs [Member]
Restructuring Cost and Reserve [Line Items]
Total restructuring expenses - general and administrative expenses		2,515
Total restructuring expenses - discontinued operations		1,367
Employee Termination Benefits [Member]
Restructuring Cost and Reserve [Line Items]
Total restructuring expenses - discontinued operations		$ 4,813

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2023

Accrued Expenses and Other Current Liabilities [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):

	As of December 31,
	2023		2022
Payroll and related costs	$	762	$	8,748
Accrued contract termination costs		—		4,700
Research and development expenses		—		978
Professional fees		489		415
Operating lease liabilities		1,473		1,390
Prepaid royalty		—		1,011
Other accrued expenses and current liabilities		409		1,604
Accrued expenses and other current liabilities	$	3,133	$	18,846

We expense advertising costs when incurred, which amounted to $13.2 million for 2022, which was reclassified to discontinued operations as a result of our business shift following the Mayne Transaction. We incurred no advertising costs in 2023.

Debt

12 Months Ended

Dec. 31, 2023

Debt [Abstract]

Debt

7. Debt

Financing agreement

We were party to the Financing Agreement with Sixth Street Specialty Lending, Inc., as administrative agent, various lenders from time-to-time party thereto, and certain of our subsidiaries party thereto from time to time as guarantors. On December 30, 2022, we repaid all obligations under the Financing Agreement and the Financing Agreement was terminated.

Interest and financing costs

Included in miscellaneous income in 2023 is $0.3 million of interest income and $0.2 million of interest expense. In 2022 and recorded in discontinued operations, we recognized $13.5 million of debt-related interest expense and $22.5 million of financing fees amortization.

Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

15. Subsequent Events

Effective March 22, 2024, Tommy G. Thompson resigned as the Company’s Executive Chairman of the Board and was reappointed as the Company’s Chairman of the Board.

Debt (Details) - USD ($) $ in Millions	12 Months Ended
Debt (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Debt [Abstract]
Interest expense	$ 0.3	$ 0.2
Deb interest expense		$ 13.5
Financing fees amortization	$ 22.5

- Definition

Amount of the cost of borrowed funds accounted for as interest expense.

+ References + Details

Related parties (Details) - Rubric Capital Management L P [Member] - USD ($) $ / shares in Units, $ in Thousands	Nov. 15, 2023	Jun. 28, 2023	Dec. 30, 2022
Related parties [Line Items]
Common stock shares issued		312,525,000
Price per share	$ 2.2761	$ 3.6797
Gross proceeds	$ 2,000	$ 1,150
Additional shares of common stock	877,192,000
Subscription Agreement [Member] \| Series A Preferred Stock [Member]
Related parties [Line Items]
Outstanding shares			29,000,000
Preferred stock at a purchase price			$ 1,333
Preferred stock investor			$ 3,000

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

General

General

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

●

vitaCare Divestiture

vitaCare Divestiture

Going Concern

Going concern

The accompanying 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

A. Basis of presentation

Certain amounts in the notes to the consolidated financial statements may not add due to rounding. Certain prior period amounts have been reclassified to conform to current-period presentation.

New accounting standards

B. New accounting standards

Adoption of new accounting standards

Discontinued Operations

C. Discontinued Operations

Estimates and assumptions

D. Estimates and assumptions

Cash and Restricted Cash

E. Cash and Restricted Cash

Restricted cash was comprised of escrowed funds deposited with a bank relating to the vitaCare Divestiture. All restrictions were lifted in March 2023.

Fair Value Measurements

F. Fair Value Measurements

We apply the following fair value hierarchy:

●

Level 1 - Quoted prices (unadjusted) in active markets for identical assets and liabilities.

●

Level 3 - Inputs that are unobservable.

Fixed assets

G. Fixed assets

License rights and other intangibles assets

H. License rights and other intangibles assets

We record license rights and other intangible assets at cost, which includes external costs, consisting primary of legal costs, incurred in securing our patents and trademarks.

Segment reporting

I. Segment reporting

Revenue recognition

J. Revenue recognition

We determine the amount of revenue to be recognized through application of the following steps:

●

Identification of the contract with a customer;

●

Identification of the performance obligations in the contract;

●

Determination of the transaction price;

●

Allocation of the transaction price to the performance obligations in the contract; and

●

Recognition of revenue when or as we satisfy the performance obligations.

License revenue

In 2023, we recorded BIJUVA license sales of $0.3 million made through the Theramex License Agreement and $1.0 million pertaining to our licensed products with Mayne Pharma, which was recognized as license revenue. Additionally, we recognized $0.5 million in other income pertaining to royalty sales of ANNOVERA.

Cost of revenue

K. Cost of revenue

Share-based payment awards

M. Share-based payment awards

Common stock reverse stock split

Increase of authorized shares

Income taxes

N. Income taxes

Earnings per common share

O. Earnings per common share

Leases

P. Leases

Loss Contingencies

Q. Loss Contingencies

Restructuring charges

R. Restructuring charges

	Year ended December 31,
	2022
Executive termination benefits	$	3,897
Consulting and legal expenses		3,060
Other contract termination costs		2,515
Total restructuring expenses - general and administrative expenses	$	9,472

Employee termination benefits	$	4,813
Other contract termination costs		1,367
Total restructuring expenses - discontinued operations	$	6,180

Reclassification of prior year presentation

S. Reclassification of prior year presentation

Certain prior year amounts have been reclassified for consistency with the current year presentation.

Contract Assets and Liabilities

L. Contract Assets and Liabilities

Contract assets totaling $21.6 million as of December 31, 2023, include royalties recognized from the Minimum Annual Royalty (see J. Revenue Recognition above).

Prepaid and Other Current Assets (Details) - Schedule of Prepaid and Other Current Assets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Schedule of Prepaid and Other Current Assets [Abstract]
Insurance	$ 253	$ 1,167
Capitalized legal	2,334	2,334
Other	1,448	2,533
Prepaid and other current assets	$ 4,035	$ 6,034

Income (Loss) Per Common Share (Tables)

12 Months Ended

Dec. 31, 2023

Income (loss) per common share [Abstract]

Summary of Computation of Basic and Diluted Income (Loss) Per Common Share

	Years Ending December 31,
	2023			2022
Numerator:
Net income (loss) from continuing operations	$	(7,699	)	$	1,074
Net income (loss) from discontinued operations		(2,579	)		110,923
Net income (loss)	$	(10,278	)	$	111,997
Denominator:
Weighted average common shares for basic income (loss) per common share		10,441			9,028
Effect of dilutive securities		—			338
Weighted average common shares for diluted income (loss) per common share		10,441			9,366

Income (loss) per common share, continuing operations
Basic	$	(0.74	)	$	0.12
Diluted	$	(0.74	)	$	0.11
Income (loss) per common share, discontinued operations
Basic	$	(0.25	)	$	12.29
Diluted	$	(0.25	)	$	11.84

Schedule of Outstanding Securities

	December 31,
	2023		2022
Stock options		72		172
RSUs		40		—
PSUs		14		—
Warrants		99		101
		225		273

Discontinued Operations (Details) - Discontinued Operations [Member] - Annoveras [Member]	12 Months Ended
	Dec. 31, 2023 USD ($)
Discontinued Operations [Line Items]
General and administrative	$ 0
Cash payment	140,000,000
Net working capital	12,100,000
Prepaid royalties	$ 1,000,000

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies [Abstract]

Commitments and contingencies

8. Commitments and contingencies

Leases

In October 2018, we entered into a lease for executive, administrative, operations and sales offices in Boca Raton, Florida. The lease includes 62,748 rentable square feet, or the full premises, of which the lease on 7,561 square feet commenced in 2018 and the lease on 48,651 square feet commenced in August 2019, or the full premises commencement date. In June 2019, we entered into an agreement with the same lessors to lease additional 6,536 square feet of administrative office space in the same location, pursuant to an addendum to such lease, which commenced in May 2020. The lease will expire 11 years after the full premises commencement date, unless terminated earlier in accordance with the terms of the lease. We have the option to extend the term of the lease for two additional consecutive periods of five years. The extension option is not included in the determination of the lease term as it is not reasonably certain to be exercised. The term of the lease includes escalating rent and free rent periods. We are also responsible for certain other operating costs under the lease, including electricity and utility expenses. As a result of shifting our business to become a license company and terminating our employees, we have sublet the majority of our headquarters and are in the process of subleasing the remainder. We anticipate that sublease income will approximate the amounts due under our existing leases, therefore no impairment of the right of use asset was recorded in 2023.

For 2023 and 2022, operating lease expense (including all variable costs) related to our real estate leases was $2.3 and $2.1 million, respectively. In 2023 and 2022, our rental income on sublease of our three suites which were subleased following the vitaCare transaction was $1.3 million and $0.0 million, respectively.

As of December 31, 2023, our remaining lease payments were as follows (in thousands):

Year ending December 31,
2024		1,477
2025		1,513
2026		1,551
2027		1,590
2028		1,630
Thereafter		2,664
Total undiscounted lease payments		10,425
Less: imputed interest		2,420
Present value of lease payments	$	8,005

The following table sets forth supplemental balance sheet information related to leases (in thousands):

	As of December 31,
	2023		2022
Assets:
Operating lease right-of-use assets	$	6,873	$	7,580

Liabilities:
Operating lease liabilities current (included in accrued expenses and other current liabilities)	$	1,473	$	1,390
Operating lease liabilities, non-current	$	6,532		7,369
Total operating lease liabilities	$	8,005	$	8,759

The following table presents other information related to leases:

	As of December 31,
	2023			2022
Weighted average remaining term (years) - operating leases		6.7			7.7
Weighted average discount rate - operating leases		8.3	%		8.3	%
Cash paid for amounts included in the measurement of lease liabilities from operating lease (in thousands)	$	1,443		$	1,413
Right-of-use assets obtained in exchange for new operating lease obligations (non-cash in thousands)	$	—		$	—

Mayne Pharma Agreement

Mayne Pharma paid us approximately $12.1 million at closing on December 30, 2022, for the acquisition of net working capital, subject to certain adjustments as determined in accordance with the Transaction Agreement. While the Transaction Agreement calls for much of the net working capital to be trued-up shortly after the Closing Date in 2023, for a period of one year following the Closing Date in the case of payer rebates and wholesale distributor fees and two years following the Closing Date in the case for allowance for returns, net working capital amounts will be adjusted to arrive at final net working capital under the Transaction Agreement.

In September 2023, we revised certain accrual estimates including increasing our working capital adjustment accrual from $3.5 million to $5.5 million for amounts anticipated to be owed under the Transaction Agreement. In December 2023, we made a $5.5 million payment to Mayne Pharma to settle certain working capital amounts that were required to be trued-up shortly after the Closing Date, excluding the allowance for returns, allowance for payer rebates, and allowance for wholesale distributor fees.

Additionally and as of December 31, 2023, the Company believes no additional accrual is required for amounts that may be owed for the allowance for returns. The Company has not recorded any contingent gains or receivables for any such allowances. Management continues to monitor the unresolved and pending net working capital items as changes to estimated amounts owed or amounts due from Mayne Pharma that may be material.

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 New Drug Application (“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, 2022, 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 $2.3 million in prepaid expenses and other current assets as of December 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 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.

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.

In September 2023, one of our former contractors retained to market ANNOVERA under Title X, filed a lawsuit that accused us of breach of contract. We answered their complaint and filed breach of contract counterclaims.

From time to time, we are involved in other litigations and proceedings in the ordinary course of business. We are not currently involved in any other litigations and proceedings that we believe would have a material effect on our consolidated financial condition, results of operations, or cash flows.

Off-balance sheet arrangements

As of December 31, 2023 and 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 we consider material.

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 December 31, 2023, we employ one full-time employee primarily engaged in an executive position. We have engaged external consultants 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 December 31, 2023, we have accrued severance liabilities for executive termination obligations of $0.4 million.