TherapeuticsMD, Inc 8-K, filed May 9, 2022
TherapeuticsMD, Inc. (TXMD)
About this 8-K
TherapeuticsMD, Inc filed this 8-K on May 9, 2022, reporting on events of May 3, 2022.
Items reported
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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(Exact Name of Registrant as Specified in its Charter) |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer |
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(Address of Principal Executive Office) (Zip Code) |
Registrant’s telephone number, including area code:
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Not Applicable |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of Each Class |
Trading Symbol |
Name of Each Exchange on Which Registered |
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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) 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. ☐
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Item 3.03. |
Material Modification to Rights of Security Holders |
The information contained in Item 5.03 below is incorporated by reference into this Item 3.03.
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Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On May 3, 2022, TherapeuticsMD, Inc., a Nevada corporation (the “Company”), filed a certificate of change (the “Certificate of Change”) to the Company’s amended and restated articles of incorporation, as amended (“Articles of Incorporation”), with the Secretary of State of the State of Nevada to effect the previously disclosed 1-for-50 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding common stock, $0.001 par value per share (the “Common Stock”). The Reverse Stock Split was effective at 5:01 p.m. New York Time, on May 6, 2022.
As a result of the Reverse Stock Split, every fifty (50) shares of Common Stock issued and outstanding as of the Effective Time were converted into one (1) share of Common Stock and the number of authorized shares of Common Stock were reduced from 600,000,000 shares to 12,000,000 shares. Fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share, with all shares of Common Stock (including fractions thereof) issuable upon the Reverse Stock Split to a given stockholder aggregated for the purpose of determining whether the Reverse Stock Split would result in the issuance of a fractional share.
Pursuant to Section 78.209 of the Nevada Revised Statutes, the Reverse Stock Split did not require the approval of the Company’s stockholders.
Trading of the Common Stock on a Reverse Stock Split-adjusted basis under the Company’s existing trading symbol, “TXMD,” is scheduled to begin at the opening of trading on the Nasdaq Global Select Market on May 9, 2022.
A copy of the Certificate of Change is attached as Exhibit 3.1 hereto and is incorporated herein by reference.
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Item 9.01. |
Financial Statements and Exhibits. |
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(d) |
Exhibits |
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Exhibit Index |
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Exhibit No. |
Description |
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3.1 |
Certificate of Change to Articles of Incorporation of TherapeuticsMD, Inc. |
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104 |
Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document). |
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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.
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Date: May 9, 2022 |
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THERAPEUTICSMD, INC. |
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/s/ Michael C. Donegan |
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Michael C. Donegan |
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Interim Chief Financial Officer, Chief Accounting Officer and Vice President Finance |
Exhibit 3.1
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Filed in the Office of
Secretary of State State Of Nevada |
Business Number |
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BARBARA K. CEGAVSKE |
E0343302010-6 |
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Secretary of State |
Filing Number |
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202 North Carson Street |
20222298107 |
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Carson City, Nevada 89701-4201 |
Filed On 05/03/2022 15:43:11 PM |
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(775) 684-5708 |
Number of Pages 3 |
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Website: www.nvsos.gov |
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Certificate of Change Pursuant to NRS 78.209 |
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TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT |
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INSTRUCTIONS: 1. Enter the current name as on file with the Nevada Secretary of State and enter the Entity or Nevada Business Identification Number (NVID). 2. Indicate the current number of authorized shares and par value, if any, and each class or series before the change. 3. Indicate the number of authorized shares and par value, if any of each class or series after the change. 4. Indicate the change of the affected class or series of issued, if any, shares after the change in exchange for each issued share of the same class or series. 5. Indicate provisions, if any, regarding fractional shares that are affected by the change. 6. NRS required statement. 7. This section is optional. If an effective date and time is indicated the date must not be more than 90 days after the date on which the certificate is filed. 8. Must be signed by an Officer. Form will be returned if unsigned. |
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1. Entity Information: |
Name of entity as on file with the Nevada Secretary of State: THERAPEUTICSMD, INC.
Entity or Nevada Business Identification Number (NVID): NV20101548400 |
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2. Current Authorized Shares: |
The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change: Six Hundred Million (600,000,000) shares of common stock, $0.001 par value per share; Ten Million (10,000,000) shares of preferred stock, $0.001 par value per share. |
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3. Authorized Shares After Change: |
The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change: Twelve Million (12,000,000) shares of common stock, $0.001 par value per share; Ten Million (10,000,000) shares of preferred stock, $0.001 par value per share. |
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4. Issuance: |
The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series: One (1) share of common stock will be issued for every fifty (50) shares of common stock issued and outstanding immediately prior to effectiveness. |
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5. Provisions: |
The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby: No fractional shares shall be issued. Any fraction of a share of common stock that otherwise would be result from this reverse stock split shall be rounded up to the next whole share of common stock. |
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6. Provisions: |
The required approval of the stockholders has been obtained. |
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7. Effective Date and time: (Optional) |
Date: 05/06/2022 |
Time: 3:01 PM |
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(must not be later than 90 days after the certificate is filed) |
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8. Signature: (Required) |
X Michael C. Donegan |
Officer 05/03/2022 |
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Signature of Officer |
Title Date |
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This form must be accompanied by appropriate fees. If necessary, additional pages may be attached to this form. |
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Page 1 of 1 Revised: 1/1/2019 |