Item 1.01 Entry into a Material Definitive Agreement.
On July 24, 2022, TherapeuticsMD, Inc., a Nevada corporation (the “Company”), entered into Amendment No. 13 (“Amendment No. 13”) to that certain 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 (the “Lenders”), and certain of the Company’s subsidiaries party thereto from time to time as guarantors (the “Financing Agreement”). Pursuant to Amendment No. 13, (i) the maturity date of the Financing Agreement was amended to July 27, 2022, (ii) the Company agreed to pay the Lenders an interest payment in the amount of approximately $2.9 million, and (iii) the Company agreed to retain Jeffrey Varsalone from G2 Capital Advisors as the Company’s chief restructuring officer.
Item 8.01 Other Information
On July 24, 2022, the Company appointed Jeffrey Varsalone of G2 Capital Advisors (“G2”) to serve as the Chief Restructuring Officer (“CRO”) of the Company pursuant to and in accordance with the terms and conditions of an amendment to that certain engagement letter, dated April 20, 2022 by and among the Company and G2 (the “Engagement Letter”). As further set forth in the Engagement Letter, Mr. Varsalone’s authority as CRO will include, in coordination with the Company’s advisors and management, analyzing the business, operations and financial condition of the Company, including managing short term liquidity and preparing a restructuring strategy, and such other matters as the Board of the Company requests from time to time. G2 will be compensated at an hourly rate for performing the CRO services.
The Company’s Board of Directors and management team are continuing to evaluate all possible options for strengthening the Company’s capital structure and financial position, including a potential refinancing and other strategic alternatives, including filing for Chapter 11 protection. The Company intends to maintain normal operations as it evaluates these options.
Cautionary Notes Regarding Forward Looking Statements
This Current Report on Form 8-K may contain forward-looking statements. Forward-looking statements may include, but are not limited to, statements relating to the Company’s objectives, plans and strategies as well as statements, other than historical facts, that address activities, events or developments that the company intends, expects, projects, believes or anticipates will or may occur in the future. These statements are often characterized by terminology such as “believes,” “hopes,” “may,” “anticipates,” “should,” “intends,” “plans,” “will,” “expects,” “estimates,” “projects,” “positioned,” “strategy” and similar expressions and are based on assumptions and assessments made in light of management’s experience and perception of historical trends, current conditions, expected future developments and other factors believed to be appropriate. Forward-looking statements in this Current Report on Form 8-K are made as of the date of this Current Report on Form 8-K, and the Company undertakes no duty to update or revise any such statements, whether as a result of new information, future events or otherwise. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, many of which are outside of the Company’s control. Important factors that could cause actual results, developments and business decisions to differ materially from forward-looking statements are described in the sections titled “Risk Factors” in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as well as Current Reports on Form 8-K, and include the following: whether the company will be able to refinance the indebtedness under its term loan facility and, if not, whether the Company will be able to continue as a going concern; whether the Company will be able to raise capital to fund its operations; the effects of the COVID-19 pandemic; the Company’s ability to maintain or increase sales of its products; the Company’s ability to develop and commercialize IMVEXXY®, ANNOVERA®, and BIJUVA® and obtain additional financing necessary therefor; the effects of supply chain issues on the supply of the Company’s products; the potential of adverse side effects or other safety risks that could adversely affect the commercialization of the company’s current or future approved products or preclude the approval of the Company’s future drug candidates; the Company’s ability to protect its intellectual property; the length, cost and uncertain results of future clinical trials; the Company’s reliance on third parties to conduct its manufacturing, research and development and clinical trials; the ability of the Company’s licensees to commercialize and distribute the Company’s products; the ability of the Company’s marketing contractors to market ANNOVERA; the availability of reimbursement from government authorities and health insurance companies for the Company’s products; the impact of product liability lawsuits; the influence of extensive and costly government regulation; the impact of leadership transitions; the volatility of the trading price of the Company’s common stock.
