UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 13, 2013
| THERAPEUTICSMD, INC. |
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 000-16731 | 87-0233535 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
|
6800 Broken Sound Parkway NW, Third Floor Boca Raton, FL 33487 |
| (Address of Principal Executive Office) (Zip Code) |
Registrant's telephone number, including area code: (561) 961-1900
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| £ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| £ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| £ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| £ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation of Samuel A. Greco
On December 13, 2013, Samuel A. Greco resigned from the board of directors (the “Board”) of our company. On behalf of the Board, Tommy Thompson, Chairman of the Board, thanked Mr. Greco for his contribution to our company and wished him well in his future endeavors. Pursuant to the terms of 2009 Long Term Incentive Compensation Plan (the “Plan”), Mr. Greco has three months to exercise his vested stock options following his resignation from the Board. In connection with Mr. Greco’s resignation, the Board accelerated the vesting of Mr. Greco’s unvested stock options to the date of his resignation from the Board and extended the period during which Mr. Greco may exercise his vested stock options to six months following the period set forth in the Plan.
Appointment of Randall S. Stanicky
On December 13, 2013, the Board appointed Randall S. Stanicky to serve as a director to fill the vacancy created by Mr. Greco’s resignation. At this time, Mr. Stanicky has not been named to serve on any committee of the Board. There is no arrangement or understanding between Mr. Stanicky and any other person pursuant to which he was selected as a director, and there are no related party transactions with respect to Mr. Stanicky reportable under Item 404(a) of Regulation S-K. Mr. Stanicky has not entered into any material plan, contract, or arrangement and has not received any grant or award under any material plan, contract, or arrangement in connection with his appointment to the Board.
We issued a press release announcing the resignation of Mr. Greco and the appointment of Mr. Stanicky on December 18, 2013, a copy of which is attached as Exhibit 99.1 hereto and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
| Number | Description | |
| 99.1 | Press Release dated December 18, 2013 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: December 18, 2013 | THERAPEUTICSMD, INC. | ||
| By: | /s/ Daniel A. Cartwright | ||
| Name: | Daniel A. Cartwright | ||
| Title: | Chief Financial Officer | ||
EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
| 99.1 | Press Release dated December 18, 2013 |
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
THERAPEUTICSMD NAMES RANDALL S. STANICKY TO BOARD OF DIRECTORS
Boca Raton, FL - December 18, 2013 – TherapeuticsMD, Inc. (NYSE MKT: TXMD), a women’s healthcare company ("TherapeuticsMD" or the "Company"), announced today that Randall S. Stanicky, CFA, a highly-regarded senior equity analyst with extensive experience in the specialty pharmaceutical and healthcare services sectors, has been named to its Board of Directors, replacing Samuel A. Greco.
Mr. Stanicky currently serves as Managing Director, Global Equity Research at RBC Capital Markets, focusing on the specialty pharmaceuticals sector and has spent almost 15 years in equity research covering healthcare stocks. He previously served in senior roles at Goldman Sachs and Canaccord Genuity on the sell side. His prior coverage experience within the healthcare sector has been broad, spanning specialty pharmaceuticals, the healthcare supply chain, contract research and healthcare technology. Prior to that, he followed healthcare stocks on the buy side at Citigroup Global Asset Management.
“We are pleased to welcome Randall Stanicky to our Board of Directors,” said the Honorable Tommy G. Thompson, Chairman of TherapeuticsMD. “His extensive knowledge of the specialty pharmaceuticals sector along with his analytical and financial acumen will offer a welcome and broadened perspective to the Company as we advance the development of our portfolio of hormone therapy products. We thank Samuel Greco for his valuable contributions to the Board of Directors and extend our appreciation for his service.”
“Mr. Stanicky is a well-respected senior research analyst and we are delighted to have him join our Board,” said Robert Finizio, Chief Executive Officer and Co-founder of TherapeuticsMD. “The insight and knowledge gained from his successful career as an equity analyst covering specialty pharmaceuticals will be important as we build the Company’s leadership position in women’s healthcare. We are grateful to have someone of his caliber on our team and we look forward to his contributions,” added Mr. Finizio.
About TherapeuticsMD, Inc.
TherapeuticsMD, Inc. is a women’s healthcare company focused on developing and commercializing products targeted exclusively for women. We are developing advanced hormone therapy pharmaceutical products based on novel technologies that enable delivery of bioidentical hormones through a variety of dosage forms and administration routes. We also manufacture and distribute branded and generic prescription prenatal vitamins, as well as over-the-counter vitamins and cosmetics, under our vitaMedMD® and BocaGreenMD® brands. More information is available at the following websites: www.therapeuticsmd.com, www.vitamedmd.com, www.vitamedmdrx.com, and www.bocagreenmd.com.
Except for the historical information contained herein, the matters set forth in this press release, including statements regarding the Company’s belief in Mr. Stanicky’s attributes and how those attributes will affect the Company are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including but not limited to: timely and successful completion of clinical studies and the results thereof; challenges and costs inherent in product marketing; the risks and uncertainties associated with economic and market conditions; risks and uncertainties associated with the Company’s business and finances in general; and other risks detailed in the Company’s filings with the U.S. Securities and Exchange
Commission including its annual report on Form 10-K filed on March 12, 2013, reports on Form 10-Q and Form 8-K, and other such filings. These forward-looking statements are based on current information that may change. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement, and the Company undertakes no obligation to revise or update any forward-looking statement to reflect events or circumstances after the issuance of this press release.
Contacts:
TherapeuticsMD, Inc.
Dan Cartwright, 561-961-1930
Chief Financial Officer
Dan.Cartwright@TherapeuticsMD.com
In-Site Communications (Investor Relations)
Lisa M. Wilson, 917-543-9932
lwilson@insitecony.com
Red Fox Communications (Public Relations)
Judy Grossman, 917-913-1690
judy@redfoxcomm.com
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