UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 16, 2020
TherapeuticsMD, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Nevada | | 001-00100 | | 87-0233535 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| |
951 Yamato Road, Suite 220
Boca Raton, FL 33431 | |
| | (Address of principal executive office) (zip code) | |
| | | | | | | |
Registrant’s telephone number, including area code: (561) 961-1900
| Not Applicable |
| (Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | TXMD | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b)
On and effective as of April 16, 2020, each of Jane F. Barlow, M.D., M.B.A, M.P.H. and Robert V. LaPenta, Jr. resigned from the board of directors (the “Board”) of TherapeuticsMD, Inc., a Nevada corporation (the “Company”), and any committees thereof. Neither Dr. Barlow nor Mr. LaPenta, Jr. resigned as the result of any disagreement with the Company.
(d)
On and effective as of April 16, 2020, the Board appointed Ms. Karen L. Ling to the Board to fill one of the vacancies created by Dr. Barlow and Mr. LaPenta, Jr.’s resignations. Ms. Ling will serve until the Company’s 2020 Annual Meeting of Stockholders and until her successor is duly elected or appointed or her earlier death or resignation. Following Ms. Ling’s appointment, the Board reduced the number of authorized directors from 11 to nine.
The Board has determined that Ms. Ling is independent under the rules of the Nasdaq Global Select Market. Ms. Ling has not yet been appointed to any committees of the Board. As a director of the Company, Ms. Ling will receive compensation in the same manner as the Company’s other non-employee directors, described in the section entitled “Director Compensation” in the Company’s 2019 Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2019 (the “2019 Proxy Statement”).
There are no arrangements or understandings between Ms. Ling and any other person pursuant to which she were appointed as a director of the Company. Other than as described in this Current Report on Form 8-K, since the beginning of the Company’s last fiscal year, the Company has not engaged in any transactions, and there are no proposed transactions, or series of similar transactions, in which the Company was or is to be a participant and in which Ms. Ling had a direct or indirect material interest in which the amount involved exceeds or exceeded $120,000.
| Item 7.01 | Regulation FD Disclosure. |
On April 22, 2020, the Company issued a press release announcing the appointment of Ms. Ling to the Board and the resignations of Mr. LaPenta, Jr. and Dr. Barlow from the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
On April 20, 2020, the Board appointed Mr. Angus C. Russell to serve as the Chairperson of the Audit Committee of the Board and Mr. Paul M. Bisaro to serve as a member of the Audit Committee, in each case to fill the vacancies created by the resignation of Mr. LaPenta, Jr. Board members receive compensation for serving on committees of the Board as described in the section entitled “Director Compensation” in the 2019 Proxy Statement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Index
Exhibit Number | | Description of Exhibit |
| | |
| 99.1 | | Press Release from TherapeuticsMD, Inc., dated April 22, 2020, entitled “TherapeuticsMD Further Strengthens Board with Appointment of New Independent Director”. |
| | | |
| 104 | | Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | THERAPEUTICSMD, INC. |
| | | |
| Date: | April 22, 2020 | By: | /s/ Daniel A. Cartwright | |
| | | | Daniel A. Cartwright Chief Financial Officer |
