TherapeuticsMD (TXMD) 10-Q 14 Nov 23 2023 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	9 Months Ended
	Sep. 30, 2023	Nov. 14, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-00100
Entity Registrant Name	THERAPEUTICSMD, INC.
Entity Central Index Key	0000025743
Entity Tax Identification Number	87-0233535
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	951 Yamato Road
Entity Address, Address Line Two	Suite 220
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33431
City Area Code	561
Local Phone Number	961-1900
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	TXMD
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		10,575,240

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 10,166	$ 38,067
Restricted cash		11,250
Royalty receivable, current portion	2,705
Prepaid and other current assets	4,570	6,034
Total current assets	17,441	55,351
Fixed assets, net	19	78
License rights and other intangible assets, net	6,657	6,943
Right of use assets	7,055	7,580
Royalty receivable, long term	19,067	20,253
Other non-current assets	254	253
Total assets	50,493	90,458
Current liabilities:
Accounts payable	696	2,162
Accrued expenses and other current liabilities	6,928	18,846
Current liabilities of discontinued operations	6,888	25,831
Total current liabilities	14,512	46,839
Operating lease liabilities	6,740	7,369
Other non-current liabilities	1,189	1,107
Total liabilities	22,441	55,315
Commitments and contingencies (Note 7)
Stockholders' equity (deficit):
Common stock, par value $0.001; 32,000 and 12,000 shares authorized, 10,575 and 9,498 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively	11	9
Additional paid-in capital	976,799	974,497
Accumulated deficit	(948,758)	(939,363)
Total stockholders' equity	28,052	35,143
Total liabilities and stockholders' equity	$ 50,493	$ 90,458

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	32,000,000	12,000,000
Common Stock, Shares, Issued	10,575,000	9,498,000
Common Stock, Shares, Outstanding	10,575,000	9,498,000

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
License and service revenue	$ (53)	$ 354	$ 800	$ 1,397
Cost of revenue		354		1,397
Gross profit (loss)	(53)	0	800	0
Operating expenses:
Selling, general and administrative	1,590	14,246	7,427	46,367
Depreciation & amortization	130	273	285	884
Total operating expenses	1,720	14,519	7,712	47,251
Loss from operations	(1,773)	(14,519)	(6,912)	(47,251)
Other (expense) income:
Interest expense and other financing costs	(20)	0	(115)	0
Miscellaneous income (expense)	359	(112)	869	(128)
Total other income (loss), net	339	(112)	754	(128)
Income (loss) from continuing operations before income taxes	(1,434)	(14,631)	(6,158)	(47,379)
Income (loss) from discontinued operations, net of income taxes	(1,944)	(14,334)	(3,237)	81,674
Net income (loss)	$ (3,378)	$ (28,965)	$ (9,395)	$ 34,295
Income (loss) per common share, basic:
Continuing operations	$ (0.13)	$ (1.58)	$ (0.6)	$ (5.34)
Discontinued operations, net	(0.18)	(1.55)	(0.32)	9.2
Net income (loss) per common share, basic	(0.32)	(3.13)	(0.92)	3.86
Income (loss) per common share, diluted:
Continuing operations	(0.13)	(1.58)	(0.6)	(5.34)
Discontinued operations, net	(0.18)	(1.55)	(0.32)	9.2
Net income (loss) per common share, diluted	$ (0.32)	$ (3.13)	$ (0.92)	$ 3.86
Weighted average common shares, basic	10,701	9,261	10,241	8,877
Weighted average common shares, diluted	10,701	9,261	10,241	8,877
Comprehensive income (loss):
Net income (loss)	$ (3,378)	$ (28,965)	$ (9,395)	$ 34,295
Other comprehensive income	0	0	0	0
Comprehensive income (loss):	$ (3,378)	$ (28,965)	$ (9,395)	$ 34,295

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Beginning balance, value at Dec. 31, 2021	$ (93,621)	$ 9	$ 957,730	$ (1,051,360)
Beginning balance, shares at Dec. 31, 2021		8,598
Shares issued for vested restricted stock units (in shares)		71
Share-based compensation	2,062		2,062
Net income (loss)	(49,021)			(49,021)
Ending balance, value at Mar. 31, 2022	(140,580)	$ 9	959,792	(1,100,381)
Ending balance, shares at Mar. 31, 2022		8,669
Beginning balance, value at Dec. 31, 2021	(93,621)	$ 9	957,730	(1,051,360)
Beginning balance, shares at Dec. 31, 2021		8,598
Net income (loss)	34,295
Ending balance, value at Sep. 30, 2022	(48,271)	$ 9	968,785	(1,017,065)
Ending balance, shares at Sep. 30, 2022		9,467
Beginning balance, value at Mar. 31, 2022	(140,580)	$ 9	959,792	(1,100,381)
Beginning balance, shares at Mar. 31, 2022		8,669
Shares issued for vested restricted stock units (in shares)		44
Share-based compensation	2,219		2,219
Shares issued for rounding up of fractional shares in connection with the reverse stock split		142
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
Net income (loss)	112,281			112,281
Ending balance, value at Jun. 30, 2022	(26,066)	$ 9	962,025	(988,100)
Ending balance, shares at Jun. 30, 2022		8,860
Shares issued for sale of common stock related to private placement sale (in shares)		565
Shares issued for sale of common stock related to private placement sale	2,454		2,454
Shares issued for vested restricted stock units (in shares)		42
Share-based compensation	4,306		4,306
Net income (loss)	(28,965)			(28,965)
Ending balance, value at Sep. 30, 2022	(48,271)	$ 9	968,785	(1,017,065)
Ending balance, shares at Sep. 30, 2022		9,467
Beginning balance, value at Dec. 31, 2022	$ 35,143	$ 9	974,497	(939,363)
Beginning balance, shares at Dec. 31, 2022	9,498	9,498
Shares issued for vested restricted stock units (in shares)		455
Shares issued for vested restricted stock units	$ 1	$ 1
Share-based compensation	483		483
Net income (loss)	(3,603)			(3,603)
Ending balance, value at Mar. 31, 2023	32,024	$ 10	974,980	(942,966)
Ending balance, shares at Mar. 31, 2023		9,953
Beginning balance, value at Dec. 31, 2022	$ 35,143	$ 9	974,497	(939,363)
Beginning balance, shares at Dec. 31, 2022	9,498	9,498
Net income (loss)	$ (9,395)
Ending balance, value at Sep. 30, 2023	$ 28,052	$ 11	976,799	(948,758)
Ending balance, shares at Sep. 30, 2023	10,575	10,575
Beginning balance, value at Mar. 31, 2023	$ 32,024	$ 10	974,980	(942,966)
Beginning balance, shares at Mar. 31, 2023		9,953
Shares issued for sale of common stock related to private placement sale (in shares)		313
Shares issued for sale of common stock related to private placement sale	1,150	$ 1	1,149
Shares issued for vested restricted stock units (in shares)		309
Share-based compensation	437		437
Net income (loss)	(2,414)			(2,414)
Ending balance, value at Jun. 30, 2023	31,197	$ 11	976,566	(945,380)
Ending balance, shares at Jun. 30, 2023		10,575
Share-based compensation	233		233
Net income (loss)	(3,378)			(3,378)
Ending balance, value at Sep. 30, 2023	$ 28,052	$ 11	$ 976,799	$ (948,758)
Ending balance, shares at Sep. 30, 2023	10,575	10,575

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net income (loss)	$ (9,395)	$ 34,295
Less: income (loss) from discontinued operations, net of tax	(3,237)	81,674
Net loss from continuing operations	(6,158)	(47,379)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	285	884
Write-off of patents and trademarks	59
Share-based compensation	1,155	8,587
Other	525	(25)
Changes in operating assets and liabilities:
Other assets	1,185
Prepaid and other current assets	(1,241)	394
Accounts payable	(1,466)	(1,290)
Accrued expenses and other current liabilities	(11,918)	18,337
Lease liabilities	(629)
Other non-current liabilities	82	(385)
Total adjustments	(11,963)	26,502
Net cash used in continuing operating activities	(18,121)	(20,877)
Cash flows from investing activities:
Payment of patent related costs		(260)
Purchase of fixed assets		(21)
Net cash used in continuing investing activities		(281)
Cash flows from financing activities:
Proceeds from sale of common stock, net of costs	1,149	2,454
Proceeds from exercise of options and warrants	0	14
Repayments of debt		(125,000)
Payment of debt financing fees		(729)
Net cash provided by (used in) continuing financing activities	1,149	(123,261)
Discontinued operations:
Net cash provided by (used in) operating activities	(22,179)	117,573
Net cash provided by investing activities	0	54
Net cash provided by financing activities	0	0
Net cash provided by (used in) discontinued operations	(22,179)	117,627
Net decrease in cash	(39,151)	(26,792)
Cash, cash equivalents and restricted cash - continuing operations, beginning of period	49,317	65,122
Cash, cash equivalents and restricted cash - continuing operations, beginning of period	0
Total cash and restricted cash, end of period	10,166	38,330
Supplemental disclosure of cash flow information:
Interest paid	$ 0
Supplemental disclosure of noncash financing activities:
Paid in kind ("PIK") interest with corresponding increase in debt		2,452
PIK debt financing fees with corresponding increase in debt		16,980
Issue of warrants to lenders related to debt financing fees		$ 1,983

Business, basis of presentation

Business, basis of presentation, new accounting standards and summary of significant accounting policies	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Business, basis of presentation, new accounting standards and summary of significant accounting policies	1. Business, basis of presentation, new accounting standards and summary of significant accounting policies General TherapeuticsMD, Inc. (the “Company”), a Nevada corporation, and its condensed consolidated subsidiaries are referred to collectively in this Quarterly Report on Form 10-Q (“10-Q 10-Q ® ® ® TM ® ® 10-Q ® 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 ® 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 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 20-year paid-up 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 and the grant of the licenses under the Mayne Transaction Agreement was (i) a cash payment of $140.0 million at closing, (ii) a cash payment of approximately $12.1 million at closing for the acquisition of net working capital as determined in accordance with the Transaction Agreement and subject to certain adjustments, (iii) a cash payment of approximately $1.0 million at closing for prepaid royalties in connection with the Mayne License Agreement Amendment (as defined below) and (iv) the right to receive the contingent consideration set forth in the Mayne License Agreement, as amended. The acquisition of net working capital was determined in accordance with the Transaction Agreement and included significant estimates which could change materially for a period of up to two years following the Closing Date. On the Closing Date, TherapeuticsMD and Mayne Pharma entered into Amendment No. 1 to the Mayne License Agreement (the “Mayne License Agreement Amendment”). Pursuant to the Mayne License Agreement Amendment, Mayne Pharma agreed to pay us approximately $1.0 million in prepaid royalties on the Closing Date. The prepaid royalties will reduce the first four quarterly payments that would have otherwise been payable pursuant to the Mayne License Agreement by an amount equal to $257 thousand per quarterly royalty payment plus interest calculated at 19% per annum accruing from the Closing Date until the date such quarterly royalty payment is paid to us. 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 Pharma held back our royalty payment and we funded an additional million in August 2023 to settle the original 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 condensed consolidated financial statements. Assets and liabilities associated with the commercial business are classified as assets and liabilities of discontinued operations in our condensed consolidated balance sheets. Additional disclosures regarding discontinued operations are provided in Note 2 of our condensed consolidated financial statements. We also have license agreements with strategic partners to commercialize IMVEXXY and BIJUVA outside of the U.S. • In July 2018, we entered into a license and supply agreement (the “Knight License Agreement”) with Knight Therapeutics Inc. (“Knight”) pursuant to which we granted Knight an exclusive license to commercialize IMVEXXY and BIJUVA in Canada and Israel. • In 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. In connection with our transformation into a pharmaceutical royalty company, the termination of our executive management team (except for Mr. Marlan Walker, our former General Counsel and current Chief Executive Officer) and all other employees was completed by December 31, 2022. Severance obligations for all employees other than executive officers were paid in full in January 2023 and severance obligations for terminated executive officers are paid in accordance with their employment agreements and separation agreements as previously disclosed. As of December 31, 2022 and September 30, 2023, we employed 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. 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 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 million in earn-out The Purchase Agreement contains customary representations and warranties, covenants, and indemnities of the parties thereto. The commitments under a long-term services agreement related to vitaCare were transferred to Mayne Pharma as part of the Mayne Transaction. In addition, under the Mayne License Agreement Amendment, we owed Mayne Pharma million payable from one royalty payment. During the second quarter of 2023, Mayne Pharma held back our royalty payment and we funded an additional $0.9 million in August 2023 to settle the original $1.5 million payable. The divestiture of vitaCare was determined to be a component of discontinued operations in December 2022, when we changed our business by becoming a royalty company and as a result vitaCare activities were reclassified to discontinued operations for the nine months ended September 30, 2023 and 2022. COVID-19 With multiple variant strains of the SARS-Cov-2 COVID-19 “COVID-19”) COVID-19 COVID-19 As of the date of issuance of these condensed consolidated financial statements, the future extent to which the COVID-19 COVID-19 Going concern On December 4, 2022, we entered into agreements with Mayne Pharma pursuant to which we granted Mayne Pharma an exclusive license to commercialize IMVEXXY, BIJUVA, and prescription prenatal vitamin products (in the United States and its possessions and territories), (ii) assign to Mayne Pharma our exclusive license to commercialize ANNOVERA in the United States and its possessions and territories, and (iii) sell certain other assets to Mayne Pharma. The total consideration from Mayne Pharma to TherapeuticsMD for the purchase of the Transferred Assets and the grant of the licenses under the Mayne License Agreement consisted of (i) a cash payment of $140.0 million at closing, (ii) a cash payment of approximately $12.1 million at closing for the acquisition of net working capital subject to certain adjustments, (iii) a cash payment of approximately $1.0 million at closing for prepaid royalties in connection with the Mayne License Agreement Amendment and (iv) the right to receive the contingent consideration set forth in the Mayne License Agreement, as amended. On the Closing Date, we repaid all obligations under the Financing Agreement, dated as of April 24, 2019, as amended, with Sixth Street Specialty Lending, Inc., as administrative agent, the various lenders from time-to-time 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. The Common Stock issued pursuant to the Subscription Agreement was sold and issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 5-06 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 continued impact of the COVID-19 The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. Basis of presentation We prepared the condensed consolidated financial statements included in this 10-Q 10-K 10-K As part of the transformation as a result of the Mayne Transaction, historical results of commercial operations for all periods prior to the Closing Date have been reflected as discontinued operations in the condensed consolidated financial statements. Assets and liabilities associated with the commercial business are classified as assets and liabilities of discontinued operations in the condensed consolidated balance sheet. Additional disclosures regarding discontinued operations are provided in Note 2 of the condensed consolidated financial statements. Revenues, expenses, assets, liabilities, and equities can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be representative of those for the full year. In our opinion, all adjustments necessary for a fair presentation of the financial statements, which are of a normal and recurring nature, have been made for the interim periods reported. The information included in this 10-Q 10-K New accounting standards Adoption of new accounting standards New accounting standards or “ ASU 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 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 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. Estimates and assumptions The preparation of our condensed consolidated financial statements in conformity with 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 periods. We evaluate our estimates and assumptions based on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ, at times in material amounts, from these estimates under different assumptions or conditions. Significant accounting policies The significant accounting policies we use for quarterly financial reporting are disclosed in Note 1 of the accompanying notes to the consolidated financial statements included in our 2022 10-K

Discontinued Operations

Discontinued Operations	9 Months Ended
	Sep. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]
Discontinued Operations	2. Discontinued Operations As discussed in Note 1, we changed our business in 2022 by licensing our products to receive royalties and future sales related milestone payments, after granting an exclusive license to commercialize our IMVEXXY, BIJUVA, and prescription prenatal vitamin products sold under the BocaGreenMD and vitaMedMD brands in the United States and assigning our exclusive license to commercialize ANNOVERA to Mayne Pharma. This plan represented a strategic shift having a major effect on our operations and financial results. Upon 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 condensed consolidated statements of comprehensive income for all periods Additionally, the related assets and liabilities have been reported as assets and liabilities of discontinued operations in our condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022. The total consideration from Mayne Pharma consisted of (i) a cash payment of $140.0 million at closing, (ii) a cash payment of $12.1 million for the acquisition of net working capital subject to certain adjustments, (iii) a cash payment of approximately $1.0 million for prepaid royalties in connection with the Mayne License Agreement Amendment and (iv) the right to receive the contingent consideration set forth in the Mayne License Agreement, as amended. Our estimate of net working capital at closing was determined in accordance with the Transaction Agreement which establishes the process for the determination of final net working capital. The determination of net working capital includes significant estimates which could change materially for a period of up to two years following the Closing Date. On March 29, 2023, we received Mayne Pharma’s closing net working capital calculation which differed significantly from our estimate of closing net working capital. We believe that our estimate of net working capital is reasonable and intend to resolve this matter through the process outlined in the Transaction Agreement. During the three months ended September 30, 2023, we revised certain estimates pertaining to contracts we were a party to when we were an operating company. These included an incremental accrual of approximately million for net working capital adjustments related to the Transaction Agreement . The following table presents results of discontinued operations (in thousands): Three months ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Product revenue, net $ (833 ) $ 20,562 $ (833 ) $ 67,413 Cost of goods sold —  3,434 —  11,991 Gross profit (833 ) 17,128 (833 ) 55,422 Operating expenses: Selling and marketing —  19,129 —  61,703 General and administrative (39 ) 3,107 296 8,157 Research and development —  1,112 —  4,092 Depreciation & amortization —  8 —  36 Total operating expenses (39 ) 23,356 296 73,988 Operating loss from discontinued operations (794 ) (6,228 ) (1,129 ) (18,566 ) Other income (expense), net (1,150 ) (8,106 ) (2,108 ) 100,240 Total other income (expense), net (1,150 ) (8,106 ) (2,108 ) 100,240 Net income (loss) from discontinued operations $ (1,944 ) $ (14,334 ) $ (3,237 ) $ 81,674 The following table presents the carrying amounts of the classes of assets and liabilities of discontinued operations as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Liabilities: Current liabilities: Accounts payable $ 113 $ 12,243 Accrued expenses and other current liabilities 6,775 13,588 Total current liabilities $ 6,888 $ 25,831

Prepaid and other current asset

Prepaid and other current assets	9 Months Ended
	Sep. 30, 2023
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid and other current assets	3. Prepaid and other current assets Our prepaid and other current assets consisted of the following as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Insurance $ 632 $ 1,167 Rent receivable 429 —  Capitalized legal 2,334 2,334 Other 1,175 2,533 Prepaid and other current assets $ 4,570 $ 6,034

Fixed assets

Fixed assets	9 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Fixed assets	4. Fixed assets Our fixed assets, net consisted of the following as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Furniture and fixtures $ 931 $ 931 Computer and office equipment 1,167 1,168 Computer software 375 375 Leasehold improvements 49 49 Fixed assets 2,522 2,523 Less: accumulated depreciation and amortization (2,503 ) (2,445 ) Fixed assets, net $ 19 $ 78 We recorded, in continuing operations, depreciation expense of $0.0 million and $0.2 million for the three months ended September 30, 2023 and 2022, respectively, and depreciation expense of $0.0 million and $0.4 million for the nine months ended September 30

Licensed rights and other intan

Licensed rights and other intangible assets	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Licensed rights and other intangible assets	5. Licensed rights and other intangible assets The following provides information about our license rights and other intangible assets, net as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Gross Accumulated Net Gross Accumulated Net Intangible assets subject to amortization: Hormone therapy drug patents $ 6,224 $ 1,824 $ 4,400 $ 6,225 $ 1,598 $ 4,627 Hormone therapy drug patents applied and pending approval 1,936 —  1,936 1,995 —  1,995 Intangible assets subject to amortization 8,160 1,824 6,336 8,220 1,598 6,622 Intangible assets not subject to amortization: Trademarks/trade name rights 321 —  321 321 —  321 License rights and other intangible assets, net $ 8,481 $ 1,824 $ 6,657 $ 8,541 $ 1,598 $ 6,943 We recorded, in continuing operations, amortization expense related to patents of $0.1 million and $0.1 million for the three months ended September 30, 2023 and 2022 , , Our intangible assets subject to amortization are expected to be amortized as follows (in thousands): Year ending December 31, 2023 $ 110 2024 439 2025 438 2026 438 2027 438 Thereafter 2,537 Total $ 4,400

Accrued expenses and other curr

Accrued expenses and other current liabilities	9 Months Ended
	Sep. 30, 2023
Payables and Accruals [Abstract]
Accrued expenses and other current liabilities	6. Accrued expenses and other current liabilities Other accrued expenses and other current liabilities consisted of the following (in thousands): September 30, 2023 December 31, 2022 Payroll and related costs $ 332 $ 8,748 Accrued contract termination costs 1,632 4,700 Research and development expenses —  978 Professional fees 273 415 Operating lease liabilities 1,464 1,390 Prepaid royalty — 1,011 Other accrued expenses and current liabilities 3,227 1,604 Accrued expenses and other current liabilities $ 6,928 $ 18,846

Commitments and contingencies

Commitments and contingencies	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and contingencies	7. Commitments and contingencies Mayne Pharma Agreement Mayne Pharma paid us approximately $12.1 million at closing on December 30, 2022, for the acquisition of net working capital, as determined in accordance with the Transaction Agreement, and such payment is subject to certain adjustments for a period of up to two years following the Closing Date. During the three months ended September 30, 2023, we revised certain estimates; including an incremental accrual of approximately $2 million for net working capital adjustments related to the Transaction Agreement . Pursuant to the Mayne License Agreement Amendment, Mayne Pharma also paid us approximately $1.0 million in prepaid royalties on the Closing Date. The prepaid royalties will reduce the first four quarterly payments that would have otherwise been payable pursuant to the Mayne License Agreement by an amount equal to $257,250 per quarterly royalty payment plus interest calculated at 19% per annum accruing from the Closing Date until the date such quarterly royalty payment is paid to us. Additionally, we owed Mayne Pharma million payable from one royalty payment. During the second quarter of 2023, Mayne Pharma held back our royalty payment and we funded an additional 0.9 million in August 2023 to settle the original payable. We recognized $(0.1) million and $0.8 million in royalty revenues from Mayne Pharma during the three and nine months ended September 30, 2023, respectively. 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 September 30, 2023, for the IMVEXXY Paragraph IV legal proceeding since we believe that we will successfully prevail in this legal proceeding. Upon the successful conclusion of the legal proceeding, the related capitalized legal costs will be reclassified to patents, in license rights and other intangible assets, net, in the accompanying condensed consolidated balance sheets, and such costs will be amortized over the remaining useful life of the patents. If we are unsuccessful in this legal proceeding, then the related capitalized legal costs for this legal preceding and any unamortized IMVEXXY patent costs that were previously capitalized will be immediately expensed in the period in which we become aware of an unsuccessful legal proceeding. 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 currently not involved in any other litigations and proceedings that we believe would have a material effect on our condensed consolidated financial condition, results of operations, or cash flows. Off-balance As of September 30, 2023 and December 31, 2022 we had no off-balance 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 September 30, 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

Stockholders' equity (deficit)

Stockholders' equity (deficit)	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
Stockholders' equity (deficit)	8. Stockholders’ equity (deficit) Warrants As of September 30, 2023, the following table summarizes the status of our outstanding and exercisable warrants and related transactions since December 31, 2022 (in thousands, except weighted average exercise price and weighted average remaining contractual life data): Warrants Outstanding and exercisable Warrants Weighted Average Aggregate Intrinsic Value Weighted Average As of January 1, 2022 536 $ 13.10 $ 2,427 9.3 Exercised (435 ) —  (634 ) (4.5 ) Expired (2 ) —  —  —  As of September 30, 2023 99 $ 66.61 $ 1,793 6.5 Share-based compensation payment plans As of September 30, 2023, 382,207 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 September 30, 2023, 392,504 shares of common stock were available for future grants of share-based payment awards under the TherapeuticsMD, Inc. 2019 Stock Incentive Plan. 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 Weighted Aggregate Weighted Options Weighted Aggregate Weighted As of January 1, 2023 172 $ 228.28 —  3.6 170 $ 229.43 —  3.6 Granted —  —  —  —  —  —  —  —  Exercised —  —  —  —  —  —  —  —  Cancelled/Forfeited —  —  —  —  —  —  —  —  Expired (92 ) 206.54 —  —  (90 ) 206.54 —  —  As of September 30, 2023 80 $ 253.31 —  3.2 80 $ 253.31 —  3.2 The following table summarizes the status of our RSUs and related transactions (each adjusted to account for the Reverse Stock Split) since December 31, 2022 (in thousands, except weighed average grant date fair value): RSUs awards outstanding RSUs Weighted Aggregate As of January 1, 2023 57 $ 14.57 $ 318.63 Granted 163 4.82 —  Vested (136 ) —  —  Cancelled/Forfeited —  —  —  Unvested as of September 30, 2023 84 $ 8.12 $ 253.67 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) since December 31, 2022 (in thousands, except weighed average grant date fair value): Outstanding PSUs (1) Weighted Aggregate Unvested as of January 1, 2023 19 $ 52.15 $ 107.55 Granted —  —  —  Vested (5 ) —  —  Cancelled/Forfeited —  —  —  Unvested, as of September 30, 2023 14 $ 50.87 $ 43.71 (1) The number of PSUs represents the base number of PSUs that may vest. 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”) , , As of September 30, 2023, we had $0.4 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 The unrecognized compensation cost as of September 30, 2023 of $0.4 million is expected to be recognized as share-based payment award compensation over a weighted average period of 0.6 years.

Revenue

Revenue	9 Months Ended
	Sep. 30, 2023
Disaggregation of Revenue [Abstract]
Revenue	9. Revenue Pursuant to the Mayne License Agreement, the Company granted Mayne Pharma, on the Closing Date, (i) an exclusive, sublicensable, perpetual, irrevocable license to research, develop, register, manufacture, have manufactured, market, sell, use, and commercialize the Licensed Products in the United States and its possessions and territories and (ii) an exclusive, sublicensable, perpetual, irrevocable license to manufacture, have manufactured, import and have imported the Licensed Products outside the United States for commercialization in the United States and its possessions and territories. Pursuant to the Mayne License Agreement, Mayne Pharma will make one-time, Product-by-Product Upon the expiry of the 20-year paid-up We reported revenue of ($0.1) million in the third quarter of 2023 due to changes in estimates of revenue amounting to ($0.3) million subject to royalty due to TXMD by Mayne. Additionally, a portion of this adjustment is due to reallocations of revenue to other income (expense). On a quarterly basis, we reallocate royalty revenue proportionately between operating revenue for the amounts related to our licensed intellectual property and other income for royalties related to intellectual property we sold.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	10. In We do not expect to pay any significant federal or state income taxes as a result of (i) the losses recorded during the nine months ended September 30, 2023 and 2022, (ii) additional losses expected for the remainder of 2023 or losses recorded in 2022, or (iii) net operating losses carry forwards from prior years. We recorded a full valuation allowance of the net operating losses for the nine months ended September 30, 2023 and 2022. Accordingly, there were no provisions for income taxes for the nine months ended September 30, 2023 and 2022. Additionally, as of September 30, 2023 and December 31, 2022, we maintain a full valuation allowance for all deferred tax assets.

Income (Loss) per common share

Income (Loss) per common share	9 Months Ended
	Sep. 30, 2023
Earnings Per Share [Abstract]
Income (Loss) per common share	11. Income (Loss) per common share The following table sets forth the computation of basic and diluted (loss) per common share (each adjusted to account for the Reverse Stock Split) for the periods presented (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator: Net income (loss) from continuing operations $ (1,434 ) $ (14,631 ) $ (6,158 ) $ (47,379 ) Net income (loss) from discontinued operations (1,944 ) (14,334 ) (3,237 ) 81,674 Net income (loss) $ (3,378 ) $ (28,965 ) $ (9,395 ) $ 34,295 Denominator: Weighted average common shares for basic loss per common share 10,701 9,261 10,241 8,877 Effect of dilutive securities —  —  —  —  Weighted average common shares for diluted loss per common share 10,701 9,261 10,241 8,877 Income (loss) per common share, continuing operations Basic $ (0.13 ) $ (1.58 ) $ (0.60 ) $ (5.34 ) Diluted (0.13 ) (1.58 ) (0.60 ) (5.34 ) Income (loss) per common share, discontinued operations Basic $ (0.18 ) $ (1.55 ) $ (0.32 ) $ 9.20 Diluted (0.18 ) (1.55 ) (0.32 ) 9.20 Since we reported a net loss from continuing operations for the nine months ended September 30, 2023 and 2022, our potentially dilutive securities are deemed to be anti-dilutive, accordingly, there was no effect of dilutive securities. Therefore, our basic and diluted loss per common share and our basic and diluted weighted average common shares are the same for the nine months ended September 30, 2023 and 2022. The following table sets forth the outstanding securities as of the periods presented which were not included in the calculation of diluted earnings per common share during the respective nine months ended September 30, 2023 and 2022 (in thousands): September 30, 2023 2023 2022 Stock options 80 197 RSUs 84 301 PSUs 14 100 Warrants 99 411 277 1,009

Related parties

Related parties	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
Related Parties	12. Related parties On August 23, 2022, we appointed Mr. Justin Roberts as a director to fill a newly created vacancy on our Board of Directors. Mr. Roberts 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 10-K non-employee

Business concentrations

Business concentrations	9 Months Ended
	Sep. 30, 2023
Risks and Uncertainties [Abstract]
Business concentrations	13. Business concentrations TherapeuticsMD was previously a women’s healthcare company with a mission of creating and commercializing innovative products to support the lifespan of women from pregnancy prevention through menopause. In December 2022, we changed our business to become a pharmaceutical royalty company, currently receiving royalties on products licensed to pharmaceutical organizations that possess commercial capabilities in the relevant territories. As part of the transformation that included the Mayne License Agreement, historical results of commercial operations for all periods prior to the Closing Date have been reflected as discontinued operations in our condensed consolidated financial statements. Assets and liabilities associated with the commercial business are classified as assets and liabilities of discontinued operations in our condensed consolidated balance sheets. Additional disclosures regarding discontinued operations are provided in Note 2. For the three and nine months ended September 30, 2023, 100% of license revenue related to Mayne Pharma and Theramex. As of September 30, 2023, we had a royalty receivable of $2.7 million relating to the short-term portion of receivable from Mayne Pharma and Theramex and $19.1 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.

Subsequent events

Subsequent events	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
Subsequent events	14. Subsequent events On November 10, 2023, we delivered a drawdown notice (the “Notice”) to Rubric under the terms of the Subscription Agreement. Pursuant to the Notice, we agreed to sell 877,192 shares of Common Stock to Rubric at a price per share of $2.28, for total gross proceeds of approximately $2.0 million. The settlement of the transaction is expected to occur on the third trading day following the delivery of the Notice in accordance with the terms of the Subscription Agreement.

Business, basis of presentati_2

Business, basis of presentation, new accounting standards and summary of significant accounting policies (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
General	General TherapeuticsMD, Inc. (the “Company”), a Nevada corporation, and its condensed consolidated subsidiaries are referred to collectively in this Quarterly Report on Form 10-Q (“10-Q 10-Q ® ® ® TM ® ® 10-Q ® 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 ® 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 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 20-year paid-up 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 and the grant of the licenses under the Mayne Transaction Agreement was (i) a cash payment of $140.0 million at closing, (ii) a cash payment of approximately $12.1 million at closing for the acquisition of net working capital as determined in accordance with the Transaction Agreement and subject to certain adjustments, (iii) a cash payment of approximately $1.0 million at closing for prepaid royalties in connection with the Mayne License Agreement Amendment (as defined below) and (iv) the right to receive the contingent consideration set forth in the Mayne License Agreement, as amended. The acquisition of net working capital was determined in accordance with the Transaction Agreement and included significant estimates which could change materially for a period of up to two years following the Closing Date. On the Closing Date, TherapeuticsMD and Mayne Pharma entered into Amendment No. 1 to the Mayne License Agreement (the “Mayne License Agreement Amendment”). Pursuant to the Mayne License Agreement Amendment, Mayne Pharma agreed to pay us approximately $1.0 million in prepaid royalties on the Closing Date. The prepaid royalties will reduce the first four quarterly payments that would have otherwise been payable pursuant to the Mayne License Agreement by an amount equal to $257 thousand per quarterly royalty payment plus interest calculated at 19% per annum accruing from the Closing Date until the date such quarterly royalty payment is paid to us. 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 Pharma held back our royalty payment and we funded an additional million in August 2023 to settle the original 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 condensed consolidated financial statements. Assets and liabilities associated with the commercial business are classified as assets and liabilities of discontinued operations in our condensed consolidated balance sheets. Additional disclosures regarding discontinued operations are provided in Note 2 of our condensed consolidated financial statements. We also have license agreements with strategic partners to commercialize IMVEXXY and BIJUVA outside of the U.S. • In July 2018, we entered into a license and supply agreement (the “Knight License Agreement”) with Knight Therapeutics Inc. (“Knight”) pursuant to which we granted Knight an exclusive license to commercialize IMVEXXY and BIJUVA in Canada and Israel. • In 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. In connection with our transformation into a pharmaceutical royalty company, the termination of our executive management team (except for Mr. Marlan Walker, our former General Counsel and current Chief Executive Officer) and all other employees was completed by December 31, 2022. Severance obligations for all employees other than executive officers were paid in full in January 2023 and severance obligations for terminated executive officers are paid in accordance with their employment agreements and separation agreements as previously disclosed. As of December 31, 2022 and September 30, 2023, we employed 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. 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 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	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 million in earn-out The Purchase Agreement contains customary representations and warranties, covenants, and indemnities of the parties thereto. The commitments under a long-term services agreement related to vitaCare were transferred to Mayne Pharma as part of the Mayne Transaction. In addition, under the Mayne License Agreement Amendment, we owed Mayne Pharma million payable from one royalty payment. During the second quarter of 2023, Mayne Pharma held back our royalty payment and we funded an additional $0.9 million in August 2023 to settle the original $1.5 million payable. The divestiture of vitaCare was determined to be a component of discontinued operations in December 2022, when we changed our business by becoming a royalty company and as a result vitaCare activities were reclassified to discontinued operations for the nine months ended September 30, 2023 and 2022.
COVID-19	COVID-19 With multiple variant strains of the SARS-Cov-2 COVID-19 “COVID-19”) COVID-19 COVID-19 As of the date of issuance of these condensed consolidated financial statements, the future extent to which the COVID-19 COVID-19
Going Concern	Going concern On December 4, 2022, we entered into agreements with Mayne Pharma pursuant to which we granted Mayne Pharma an exclusive license to commercialize IMVEXXY, BIJUVA, and prescription prenatal vitamin products (in the United States and its possessions and territories), (ii) assign to Mayne Pharma our exclusive license to commercialize ANNOVERA in the United States and its possessions and territories, and (iii) sell certain other assets to Mayne Pharma. The total consideration from Mayne Pharma to TherapeuticsMD for the purchase of the Transferred Assets and the grant of the licenses under the Mayne License Agreement consisted of (i) a cash payment of $140.0 million at closing, (ii) a cash payment of approximately $12.1 million at closing for the acquisition of net working capital subject to certain adjustments, (iii) a cash payment of approximately $1.0 million at closing for prepaid royalties in connection with the Mayne License Agreement Amendment and (iv) the right to receive the contingent consideration set forth in the Mayne License Agreement, as amended. On the Closing Date, we repaid all obligations under the Financing Agreement, dated as of April 24, 2019, as amended, with Sixth Street Specialty Lending, Inc., as administrative agent, the various lenders from time-to-time 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. The Common Stock issued pursuant to the Subscription Agreement was sold and issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 5-06 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 continued impact of the COVID-19 The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
Basis of presentation	Basis of presentation We prepared the condensed consolidated financial statements included in this 10-Q 10-K 10-K As part of the transformation as a result of the Mayne Transaction, historical results of commercial operations for all periods prior to the Closing Date have been reflected as discontinued operations in the condensed consolidated financial statements. Assets and liabilities associated with the commercial business are classified as assets and liabilities of discontinued operations in the condensed consolidated balance sheet. Additional disclosures regarding discontinued operations are provided in Note 2 of the condensed consolidated financial statements. Revenues, expenses, assets, liabilities, and equities can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be representative of those for the full year. In our opinion, all adjustments necessary for a fair presentation of the financial statements, which are of a normal and recurring nature, have been made for the interim periods reported. The information included in this 10-Q 10-K
New accounting standards	New accounting standards Adoption of new accounting standards New accounting standards or “ ASU
Common stock reverse stock split	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 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
Increase of authorized shares	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.
Estimates and assumptions	Estimates and assumptions The preparation of our condensed consolidated financial statements in conformity with 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 periods. We evaluate our estimates and assumptions based on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ, at times in material amounts, from these estimates under different assumptions or conditions.
Significant accounting policies	Significant accounting policies The significant accounting policies we use for quarterly financial reporting are disclosed in Note 1 of the accompanying notes to the consolidated financial statements included in our 2022 10-K

Discontinued Operations (Tables

Discontinued Operations (Tables)	9 Months Ended
	Sep. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]
Disposal Groups, Including Discontinued Operations	The following table presents results of discontinued operations (in thousands): Three months ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Product revenue, net $ (833 ) $ 20,562 $ (833 ) $ 67,413 Cost of goods sold —  3,434 —  11,991 Gross profit (833 ) 17,128 (833 ) 55,422 Operating expenses: Selling and marketing —  19,129 —  61,703 General and administrative (39 ) 3,107 296 8,157 Research and development —  1,112 —  4,092 Depreciation & amortization —  8 —  36 Total operating expenses (39 ) 23,356 296 73,988 Operating loss from discontinued operations (794 ) (6,228 ) (1,129 ) (18,566 ) Other income (expense), net (1,150 ) (8,106 ) (2,108 ) 100,240 Total other income (expense), net (1,150 ) (8,106 ) (2,108 ) 100,240 Net income (loss) from discontinued operations $ (1,944 ) $ (14,334 ) $ (3,237 ) $ 81,674 The following table presents the carrying amounts of the classes of assets and liabilities of discontinued operations as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Liabilities: Current liabilities: Accounts payable $ 113 $ 12,243 Accrued expenses and other current liabilities 6,775 13,588 Total current liabilities $ 6,888 $ 25,831

Prepaid and other current ass_2

Prepaid and other current assets (Tables)	9 Months Ended
	Sep. 30, 2023
Prepaid Expense and Other Assets, Current [Abstract]
Schedule of prepaid and other current assets	Our prepaid and other current assets consisted of the following as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Insurance $ 632 $ 1,167 Rent receivable 429 —  Capitalized legal 2,334 2,334 Other 1,175 2,533 Prepaid and other current assets $ 4,570 $ 6,034

Fixed assets (Tables)

Fixed assets (Tables)	9 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Summary of Fixed Assets, Net	Our fixed assets, net consisted of the following as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Furniture and fixtures $ 931 $ 931 Computer and office equipment 1,167 1,168 Computer software 375 375 Leasehold improvements 49 49 Fixed assets 2,522 2,523 Less: accumulated depreciation and amortization (2,503 ) (2,445 ) Fixed assets, net $ 19 $ 78

Licensed rights and other int_2

Licensed rights and other intangible assets (Tables)	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Summary of Information about License Rights and Other Intangible Assets, Net	The following provides information about our license rights and other intangible assets, net as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Gross Accumulated Net Gross Accumulated Net Intangible assets subject to amortization: Hormone therapy drug patents $ 6,224 $ 1,824 $ 4,400 $ 6,225 $ 1,598 $ 4,627 Hormone therapy drug patents applied and pending approval 1,936 —  1,936 1,995 —  1,995 Intangible assets subject to amortization 8,160 1,824 6,336 8,220 1,598 6,622 Intangible assets not subject to amortization: Trademarks/trade name rights 321 —  321 321 —  321 License rights and other intangible assets, net $ 8,481 $ 1,824 $ 6,657 $ 8,541 $ 1,598 $ 6,943
Summary of Intangible Assets Subject To Amortization Is Expected To Be Amortized	Our intangible assets subject to amortization are expected to be amortized as follows (in thousands): Year ending December 31, 2023 $ 110 2024 439 2025 438 2026 438 2027 438 Thereafter 2,537 Total $ 4,400

Accrued expenses and other cu_2

Accrued expenses and other current liabilities (Tables)	9 Months Ended
	Sep. 30, 2023
Payables and Accruals [Abstract]
Schedule of Other Accrued Expenses and Other Current Liabilities	Other accrued expenses and other current liabilities consisted of the following (in thousands): September 30, 2023 December 31, 2022 Payroll and related costs $ 332 $ 8,748 Accrued contract termination costs 1,632 4,700 Research and development expenses —  978 Professional fees 273 415 Operating lease liabilities 1,464 1,390 Prepaid royalty — 1,011 Other accrued expenses and current liabilities 3,227 1,604 Accrued expenses and other current liabilities $ 6,928 $ 18,846

Stockholders' equity (deficit)

Stockholders' equity (deficit) (Tables)	9 Months Ended
	Sep. 30, 2023
Summary of our Outstanding and Exercisable Warrants and Related Transactions	As of September 30, 2023, the following table summarizes the status of our outstanding and exercisable warrants and related transactions since December 31, 2022 (in thousands, except weighted average exercise price and weighted average remaining contractual life data): Warrants Outstanding and exercisable Warrants Weighted Average Aggregate Intrinsic Value Weighted Average As of January 1, 2022 536 $ 13.10 $ 2,427 9.3 Exercised (435 ) —  (634 ) (4.5 ) Expired (2 ) —  —  —  As of September 30, 2023 99 $ 66.61 $ 1,793 6.5
Summary of Stock Option Activity	The following table summarizes the status of our outstanding and exercisable options and related transactions (each adjusted to account for the Reverse Stock Split) since December 31, 2022 (in thousands, except weighed average exercise price and weighted average remaining contractual life data): Outstanding Exercisable Options Weighted Aggregate Weighted Options Weighted Aggregate Weighted As of January 1, 2023 172 $ 228.28 —  3.6 170 $ 229.43 —  3.6 Granted —  —  —  —  —  —  —  —  Exercised —  —  —  —  —  —  —  —  Cancelled/Forfeited —  —  —  —  —  —  —  —  Expired (92 ) 206.54 —  —  (90 ) 206.54 —  —  As of September 30, 2023 80 $ 253.31 —  3.2 80 $ 253.31 —  3.2
Restricted Stock Units [Member]
Schedule of RSUs and PSUs	The following table summarizes the status of our RSUs and related transactions (each adjusted to account for the Reverse Stock Split) since December 31, 2022 (in thousands, except weighed average grant date fair value): RSUs awards outstanding RSUs Weighted Aggregate As of January 1, 2023 57 $ 14.57 $ 318.63 Granted 163 4.82 —  Vested (136 ) —  —  Cancelled/Forfeited —  —  —  Unvested as of September 30, 2023 84 $ 8.12 $ 253.67
Performance Shares Units [Member]
Schedule of RSUs and PSUs	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) since December 31, 2022 (in thousands, except weighed average grant date fair value): Outstanding PSUs (1) Weighted Aggregate Unvested as of January 1, 2023 19 $ 52.15 $ 107.55 Granted —  —  —  Vested (5 ) —  —  Cancelled/Forfeited —  —  —  Unvested, as of September 30, 2023 14 $ 50.87 $ 43.71 (1) The number of PSUs represents the base number of PSUs that may vest.

Income (Loss) per common share

Income (Loss) per common share (Tables)	9 Months Ended
	Sep. 30, 2023
Earnings Per Share [Abstract]
Summary of computation of basic and diluted income (loss) per common share	The following table sets forth the computation of basic and diluted (loss) per common share (each adjusted to account for the Reverse Stock Split) for the periods presented (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator: Net income (loss) from continuing operations $ (1,434 ) $ (14,631 ) $ (6,158 ) $ (47,379 ) Net income (loss) from discontinued operations (1,944 ) (14,334 ) (3,237 ) 81,674 Net income (loss) $ (3,378 ) $ (28,965 ) $ (9,395 ) $ 34,295 Denominator: Weighted average common shares for basic loss per common share 10,701 9,261 10,241 8,877 Effect of dilutive securities —  —  —  —  Weighted average common shares for diluted loss per common share 10,701 9,261 10,241 8,877 Income (loss) per common share, continuing operations Basic $ (0.13 ) $ (1.58 ) $ (0.60 ) $ (5.34 ) Diluted (0.13 ) (1.58 ) (0.60 ) (5.34 ) Income (loss) per common share, discontinued operations Basic $ (0.18 ) $ (1.55 ) $ (0.32 ) $ 9.20 Diluted (0.18 ) (1.55 ) (0.32 ) 9.20
Schedule of outstanding securities	The following table sets forth the outstanding securities as of the periods presented which were not included in the calculation of diluted earnings per common share during the respective nine months ended September 30, 2023 and 2022 (in thousands): September 30, 2023 2023 2022 Stock options 80 197 RSUs 84 301 PSUs 14 100 Warrants 99 411 277 1,009

Business, basis of presentati_3

Business, basis of presentation, new accounting standards and summary of significant accounting policies - Additional Information (Details) $ / shares in Units, $ in Thousands

3 Months Ended

Jun. 29, 2023 USD ($) $ / shares shares

Dec. 30, 2022 USD ($)

Dec. 04, 2022 USD ($)

May 06, 2022 shares

Apr. 14, 2022 USD ($)

Jun. 30, 2023 USD ($)

Sep. 30, 2022 USD ($)

Sep. 30, 2023 $ / shares shares

Aug. 31, 2023 USD ($)

Jun. 26, 2023 shares

May 01, 2023 $ / shares shares

Dec. 31, 2022 USD ($) $ / shares shares

May 05, 2022 shares

Business Basis Of Presentation New Accounting Standards And Summary Of Significant Accounting Policies [Line Items]

Common stock par or stated value per share | $ / shares

$ 0.001

$ 0.001

Gross proceeds from issuance of shares

$ 1,150

$ 2,454

Revised common stock shares authorized | shares

32,000,000

Purchase of transferred assets and grant of licenses cash payment

$ 140,000

Acquisition of net working capital

12,100

Cash received for prepaid royalties

1,000

Restricted cash

$ 11,250

Reverse stock split, description

outstanding Common Stock were split at a ratio of 50-for-1

Reverse stock split, conversion ratio

0.02

Number of authorized shares of common stock | shares

12,000,000

32,000,000

12,000,000

12,000,000

600,000,000

VitaCare Divestiture [Member]

Business Basis Of Presentation New Accounting Standards And Summary Of Significant Accounting Policies [Line Items]

Proceeds from sale of business, net of transaction costs

$ 142,600

Transaction costs

7,200

Gain on sale of business

143,400

VitaCare Divestiture [Member] | Maximum [Member]

Business Basis Of Presentation New Accounting Standards And Summary Of Significant Accounting Policies [Line Items]

Contingent cash consideration from sale of business

7,000

Mayne License Agreement [Member]

Business Basis Of Presentation New Accounting Standards And Summary Of Significant Accounting Policies [Line Items]

Second quarterly royalty payment payable under long term service agreement

900

Remaining quarterly royalty payment payable under long term service agreement

$ 1,500

Period of royalty payments

20 years

Decrease in royalty rate on product-by-product basis

2%

Minimal annual royalty payment

$ 3,000

Period of minimal annual royalty payment

12 years

Inflation rate adjusted for minimal annual royalty payment

3%

Prepaid royalty liabilities

1,000

Quarterly royalty payment

$ 257

Quarterly royalty payment, interest per annum

19%

Royalty payment payable under long term service agreement

$ 1,500

Cash received in acquire businesses

140,000

Proceeds from acquire businesses net of working capital adjustments

$ 12,100

Mayne License Agreement [Member] | VitaCare Divestiture [Member]

Business Basis Of Presentation New Accounting Standards And Summary Of Significant Accounting Policies [Line Items]

Quarterly royalty payable

1,500

Second quarterly royalty payment payable under long term service agreement

900

Remaining quarterly royalty payment payable under long term service agreement

1,500

Purchase Agreement [Member] | VitaCare Divestiture [Member]

Business Basis Of Presentation New Accounting Standards And Summary Of Significant Accounting Policies [Line Items]

Restricted cash

$ 11,300

Milestone Payments One [Member] | Mayne License Agreement [Member]

Business Basis Of Presentation New Accounting Standards And Summary Of Significant Accounting Policies [Line Items]

One-time milestone payments

$ 5,000

Threshold net sales amount to determine one-time milestone payment

100,000

Milestone Payments Two [Member] | Mayne License Agreement [Member]

Business Basis Of Presentation New Accounting Standards And Summary Of Significant Accounting Policies [Line Items]

One-time milestone payments

10,000

Threshold net sales amount to determine one-time milestone payment

200,000

Milestone Payments Three Member | Mayne License Agreement [Member]

Business Basis Of Presentation New Accounting Standards And Summary Of Significant Accounting Policies [Line Items]

One-time milestone payments

15,000

Threshold net sales amount to determine one-time milestone payment

$ 300,000

First $80 Million in Annual Net Sales [Member] | Mayne License Agreement [Member]

Business Basis Of Presentation New Accounting Standards And Summary Of Significant Accounting Policies [Line Items]

Royalty rate as percentage on net sales

8%

Threshold annual net sales to determine royalty rate

$ 80,000

Above $80 Million in Annual Net Sales [Member] | Mayne License Agreement [Member]

Business Basis Of Presentation New Accounting Standards And Summary Of Significant Accounting Policies [Line Items]

Royalty rate as percentage on net sales

7.50%

Threshold annual net sales to determine royalty rate

$ 80,000

Subscription Agreement [Member] | Rubric Capital LP [Member]

Business Basis Of Presentation New Accounting Standards And Summary Of Significant Accounting Policies [Line Items]

Common stock par or stated value per share | $ / shares

$ 0.001

Stock issued during period shares new shares issued | shares

312,525

Sale of stock, price per share | $ / shares

$ 3.6797

Gross proceeds from issuance of shares

$ 1,150

Number of authorized shares of common stock | shares

5,000,000

Discontinued Operations - Addit

Discontinued Operations - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Mayne Pharmaceutical
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Incremental accrual	$ 2,000,000		$ 2,000,000
Annoveras | Discontinued Operations
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
General and administrative operating support expense					$ 0
License payment received					140,000,000
Cash received for acquisition of net working capital subject to certain adjustments					12,100,000
Revenue from transaction	$ (833,000)	$ 20,562,000	$ (833,000)	$ 67,413,000
Annoveras | Discontinued Operations | Mayne License
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Revenue from transaction					$ 1,000,000

Discontinued Operations - Sched

Discontinued Operations - Schedule of Consolidated Statements of Discontinued Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Other (expense) income:
Net income (loss) from discontinued operations			$ (3,237)	$ 81,674
Annoveras | Discontinued Operations
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Revenue from transaction	$ (833)	$ 20,562	(833)	67,413
Cost of goods sold		3,434		11,991
Gross profit	(833)	17,128	(833)	55,422
Operating expenses:
Selling and marketing		19,129		61,703
General and administrative	(39)	3,107	296	8,157
Research and development		1,112		4,092
Depreciation & amortization		8		36
Total operating expenses	(39)	23,356	296	73,988
Operating loss from discontinued operations	(794)	(6,228)	(1,129)	(18,566)
Other (expense) income:
Other income (expense), net	(1,150)	(8,106)	(2,108)	100,240
Total other income (expense), net	(1,150)	(8,106)	(2,108)	100,240
Net income (loss) from discontinued operations	$ (1,944)	$ (14,334)	$ (3,237)	$ 81,674

Discontinued Operations - Sch_2

Discontinued Operations - Schedule of Consolidated Statements of Discontinued Assets and Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current liabilities:
Total current liabilities	$ 6,888	$ 25,831
Annoveras | Discontinued Operations
Current liabilities:
Accounts payable	113	12,243
Accrued expenses and other current liabilities	6,775	13,588
Total current liabilities	$ 6,888	$ 25,831

Prepaid and other current ass_3

Prepaid and other current assets - Schedule of prepaid and other current assets consisted of the following (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Prepaid Expense and Other Assets, Current [Abstract]
Insurance	$ 632	$ 1,167
Rent receivable	429
Capitalized legal	2,334	2,334
Other	1,175	2,533
Prepaid and other current assets	$ 4,570	$ 6,034

Fixed assets - Summary of Fixed

Fixed assets - Summary of Fixed Assets, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Property Plant And Equipment [Line Items]
Fixed assets	$ 2,522	$ 2,523
Less: accumulated depreciation and amortization	(2,503)	(2,445)
Fixed assets, net	19	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

Fixed assets - Additional Infor

Fixed assets - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation	$ 0	$ 0.2	$ 0	$ 0.4

Licensed rights and other int_3

Licensed rights and other intangible assets - Summary of Information about License Rights and Other Intangible Assets, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross Carrying Amount	$ 8,160	$ 8,220
Finite-Lived Intangible Assets, Accumulated Amortization	1,824	1,598
Finite-Lived Intangible Assets, Net	6,336	6,622
Intangible assets, net, Gross Carrying Amount (Excluding Goodwill)	8,481	8,541
License rights and other intangible assets, net	6,657	6,943
Hormone therapy drug patents [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross Carrying Amount	6,224	6,225
Finite-Lived Intangible Assets, Accumulated Amortization	1,824	1,598
Finite-Lived Intangible Assets, Net	4,400	4,627
Hormone therapy drug candidate patents applied and pending [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross Carrying Amount	1,936	1,995
Finite-Lived Intangible Assets, Net	1,936	1,995
Trademarks/trade name rights [Member]
Finite-Lived Intangible Assets [Line Items]
Indefinite-Lived Intangible Assets, Gross Carrying Amount and Net	$ 321	$ 321

Licensed rights and other int_4

Licensed rights and other intangible assets - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 0.1	$ 0.1	$ 0.2	$ 0.4

Licensed rights and other int_5

Licensed rights and other intangible assets - Summary of Intangible Assets Subject To Amortization Is Expected To Be Amortized (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 110
2024	439
2025	438
2026	438
2027	438
Thereafter	2,537
Total	$ 4,400

Accrued expenses and other cu_3

Accrued expenses and other current liabilities - Schedule of Other Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Payroll and related costs	$ 332	$ 8,748
Accrued contract termination costs	1,632	4,700
Research and development expenses		978
Professional fees	273	415
Operating lease liabilities	1,464	1,390
Prepaid royalty	0	1,011
Other accrued expenses and current liabilities	3,227	1,604
Accrued expenses and other current liabilities	$ 6,928	$ 18,846

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Details) - USD ($)			3 Months Ended		9 Months Ended		12 Months Ended
	Dec. 30, 2022	Apr. 14, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2019	Dec. 31, 2018
Recorded Unconditional Purchase Obligation [Line Items]
Revenue from contract with customer, excluding assessed tax			$ (53,000)	$ 354,000	$ 800,000	$ 1,397,000
Chief Financial Officer [Member]
Recorded Unconditional Purchase Obligation [Line Items]
Severance expenses					1,600,000
Prepaid Expenses and Other Current Assets [Member] | Paragraph Four Certification Notice Letter [Member]
Recorded Unconditional Purchase Obligation [Line Items]
Legal proceeding costs					2,300,000
Mayne Pharmaceutical [Member]
Recorded Unconditional Purchase Obligation [Line Items]
Incremental Accrual			2,000,000		2,000,000
Mayne License Agreement [Member]
Recorded Unconditional Purchase Obligation [Line Items]
Revenue From Royalties Operating					$ 800,000
Revenue from contract with customer, excluding assessed tax			$ 100,000
Quarterly Royalty Payable		$ 1,500,000
Second quarterly royalty payment payable under long term service agreement		(900,000)
Remaining quarterly royalty payment payable under long term service agreement		$ 1,500,000
Cash received for net working capital	$ 12,100,000
Measurement adjustments period	2 years
Prepaid royalties received	$ 1,000,000
Quarterly royalty payment	$ 257,250
Quarterly royalty payment, interest per annum	19%
Population Council License Agreement [Member] | Annoveras
Recorded Unconditional Purchase Obligation [Line Items]
Milestone payment								$ 20,000,000	$ 20,000,000
Milestone payments recorded as license rights							$ 40,000,000

Stockholders' equity (deficit_2

Stockholders' equity (deficit) - Summary of our Outstanding and Exercisable Warrants and Related Transactions (Details) - Warrant [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Jan. 01, 2023
Class Of Warrant Or Right [Line Items]
Beginning balance, Warrants	536
Exercised, Warrants	(435)
Expired, Warrants	(2)
Ending balance, Warrants	99	536
Beginning balance, Weighted Average Exercise Price	$ 13.1
Ending balance, Weighted Average Exercise Price	$ 66.61	$ 13.1
Warrants, Aggregate Intrinsic Value	$ 1,793		$ 2,427
Exercised, Weighted Average Exercise Price	$ (634)
Warrants, Weighted Average Remaining Contractual Life (in Years)	6 years 6 months	9 years 3 months 18 days
Warrants Outstanding And Exercisable Other Than Options Warrants Weighted Average Remaining Contractual Life Exercised	4 years 6 months

Stockholders' equity (deficit_3

Stockholders' equity (deficit) - Share-based Payment Award Plans - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Class Of Stock [Line Items]
Share-based payment arrangement, expense	$ 0.2	$ 4.3	$ 1.2	$ 8.5
Total unrecognized share based compensation	0.4		0.4
Compensation cost expected to be recognized	$ 0.4		$ 0.4
Share-based compensation over a weighted average period			7 months 6 days
Performance Shares Units [Member]
Class Of Stock [Line Items]
Number of shares outstanding	382,207		382,207
Share-based compensation arrangement by share-based payment award, vesting percentage					100%
2019 Stock Incentive Plan [Member]
Class Of Stock [Line Items]
Remaining shares of common stock available for future issuance	392,504		392,504

Stockholders' equity (deficit_4

Stockholders' equity (deficit) - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Equity [Abstract]
Options awards outstanding, Beginning balance	172
Options awards outstanding, Expired	(92)
Options awards outstanding, Ending balance	80	172
Options awards outstanding, weighted average exercise price, Beginning balance	$ 228.28
Options awards outstanding, weighted average exercise price, Expired	206.54
Options awards outstanding, weighted average exercise price, Ending balance	$ 253.31	$ 228.28
Options awards outstanding, aggregate intrinsic value	$ 0
Options awards outstanding, Weighted Average Remaining Contractual Life (in Years)	3 years 2 months 12 days	3 years 7 months 6 days
Options awards exercisable, Beginning balance	170
Options awards exercisable, Expired	(90)
Options awards exercisable, Ending balance	80	170
Options awards exercisable, weighted average exercise price, Beginning balance	$ 229.43
Options awards exercisable, weighted average exercise price, Expired	206.54
Options awards exercisable, weighted average exercise price, Ending balance	$ 253.31	$ 229.43
Options awards exercisable, Aggregate Intrinsic Value	$ 0
Options awards exercisable, Weighted Average Remaining Contractual Life (in Years)	3 years 2 months 12 days	3 years 7 months 6 days

Stockholders' equity (deficit_5

Stockholders' equity (deficit) - Schedule of Restricted Stock Units (Details) - RSU Awards Outstanding [Member] $ / shares in Units, shares in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($) $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Beginning balance, number of shares | shares	57
Granted, number of shares | shares	163
Vested, number of shares | shares	(136)
Ending balance, number of shares | shares	84
Beginning balance, weighted average grant date fair value | $ / shares	$ 14.57
Granted, weighted average grant date fair value | $ / shares	4.82
Vested, weighted average grant date fair value | $ / shares	0
Forfeited, weighted average grant date fair value | $ / shares	0
Ending balance, weighted average grant date fair value | $ / shares	$ 8.12
Beginning balance, aggregate intrinsic value | $	$ 318,630
Aggregate intrinsic value, granted | $	0
Aggregate intrinsic value, vested | $	0
Aggregate intrinsic value, cancelled/forfeited | $	0
Ending balance, aggregate intrinsic value | $	$ 253,670

Stockholders' equity (deficit_6

Stockholders' equity (deficit) - Schedule of Performance Stock Units (Details) - PSUs Awards Outstanding [Member] - USD ($) $ / shares in Units, shares in Thousands	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Beginning balance, number of shares	19
Vested, number of shares	(5)
Ending balance, number of shares	14
Beginning balance, weighted average grant date fair value	$ 52.15
Vested, weighted average grant date fair value	0
Ending balance, weighted average grant date fair value	$ 50.87
Aggregate intrinsic value	$ 43,710	$ 107,550
Aggregate intrinsic value, vested	$ 0

Revenue - Additional Informatio

Revenue - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Dec. 04, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation Of Revenue [Line Items]
Revenue from contract with customer, excluding assessed tax		$ (53)	$ 354	$ 800	$ 1,397
Royalty receivable, current portion		2,705		2,705
Mayne Pharma Agreement [Member]
Disaggregation Of Revenue [Line Items]
Revenue from contract with customer, excluding assessed tax		100
Royalty receivable, current portion		$ 300		$ 300
Mayne License Agreement [Member]
Disaggregation Of Revenue [Line Items]
Period of royalty payments	20 years
Decrease in royalty rate on product-by-product basis	2%
Minimal annual royalty payment	$ 3,000
Period of minimal annual royalty payment	12 years
Inflation rate adjusted for minimal annual royalty payment	3%
Mayne License Agreement [Member] | If Aggregate Net Sales Reach $100.0 Million [Member]
Disaggregation Of Revenue [Line Items]
One-time milestone payments	$ 5,000
Threshold net sales amount to determine one-time milestone payment	100,000
Mayne License Agreement [Member] | If Aggregate Net Sales Reach $200.0 Million [Member]
Disaggregation Of Revenue [Line Items]
One-time milestone payments	10,000
Threshold net sales amount to determine one-time milestone payment	200,000
Mayne License Agreement [Member] | If Aggregate Net Sales Reach $300.0 Million [Member]
Disaggregation Of Revenue [Line Items]
One-time milestone payments	15,000
Threshold net sales amount to determine one-time milestone payment	$ 300,000
Mayne License Agreement [Member] | First $80 Million in Annual Net Sales [Member]
Disaggregation Of Revenue [Line Items]
Royalty rate as percentage on net sales	8%
Threshold annual net sales to determine royalty rate	$ 80,000
Mayne License Agreement [Member] | Above $80 Million in Annual Net Sales [Member]
Disaggregation Of Revenue [Line Items]
Royalty rate as percentage on net sales	7.50%
Threshold annual net sales to determine royalty rate	$ 80,000

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Operating Loss Carryforwards [Line Items]
Percentage of provision for income, discontinued operations	0%	0%

Income (Loss) per common shar_2

Income (Loss) per common share - Summary of computation of basic and diluted income (loss) per common share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Numerator:
Net income (loss) from continuing operations	$ (1,434)			$ (14,631)			$ (6,158)	$ (47,379)
Net income (loss) from discontinued operations	(1,944)			(14,334)			(3,237)	81,674
Net income (loss)	$ (3,378)	$ (2,414)	$ (3,603)	$ (28,965)	$ 112,281	$ (49,021)	$ (9,395)	$ 34,295
Denominator:
Weighted average common shares for basic loss per common share	10,701			9,261			10,241	8,877
Effect of dilutive securities	0			0			0	0
Weighted average common shares for diluted loss per common share	10,701			9,261			10,241	8,877
Income (loss) per common share, basic:
Basic	$ (0.13)			$ (1.58)			$ (0.6)	$ (5.34)
Diluted	(0.13)			(1.58)			(0.6)	(5.34)
Income (loss) per common share, diluted:
Basic	(0.18)			(1.55)			(0.32)	9.2
Diluted	$ (0.18)			$ (1.55)			$ (0.32)	$ 9.2

Income (Loss) per common shar_3

Income (Loss) per common share - Schedule of Outstanding Securities (Details) - shares shares in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	277	1,009
Stock options [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	80	197
RSUs [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	84	301
PSUs [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	14	100
Warrant [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	99	411

Related parties - Additional In

Related parties - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended
	Jun. 29, 2023	Dec. 30, 2022	Jun. 30, 2023	Sep. 30, 2022
Related Party Transaction [Line Items]
Gross proceeds from issuance of shares			$ 1,150	$ 2,454
Subscription Agreement [Member] | Rubric Capital LP [Member]
Related Party Transaction [Line Items]
Stock issued during period shares new shares issued	312,525
Sale of stock, price Per share	$ 3.6797
Gross proceeds from issuance of shares	$ 1,150
Subscription Agreement [Member] | Series A Preferred Stock [Member] | Rubric Capital Management LP [Member]
Related Party Transaction [Line Items]
Redeemed outstanding shares		29,000
Purchase price per share		$ 1,333
Redemption purchase price		$ 3,000

Business concentrations - Addit

Business concentrations - Additional Information (Details) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2023 USD ($)
Mayne Pharma [Member]
Concentration Risk [Line Items]
Customer license revenue percentage	100%	100%
Royalty receivable short term portion	$ 2.7	$ 2.7
Royalty receivable long term portion	$ 19.1	$ 19.1
Theramex [Member]
Concentration Risk [Line Items]
Customer license revenue percentage	100%	100%
Royalty receivable short term portion	$ 2.7	$ 2.7

Subsequent events - Additional

Subsequent events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
	Nov. 10, 2023	Jun. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Subsequent Event [Line Items]
Proceeds from Issuance of Common Stock				$ 1,149	$ 2,454
Common Stock [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Shares, New Issues		313,000	565,000
Common Stock [Member] | Subsequent Event [Member] | Rubric Capital Management L P [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Shares, New Issues	877,192
Shares Issued, Price Per Share	$ 2.28
Proceeds from Issuance of Common Stock	$ 2,000