8-K
TherapeuticsMD, Inc. (TXMD)
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):August 12, 2025
THERAPEUTICSMD, INC.
(Exact Name of Registrant as Specified in itsCharter)
| Nevada | 001-00100 | 87-0233535 |
|---|---|---|
| (State or Other Jurisdictionof Incorporation) | (CommissionFile Number) | (IRS EmployerIdentification No.) |
951 Yamato Road, Suite 220
Boca Raton, FL 33431
(Address of Principal Executive Office) (ZipCode)
Registrant’s telephone number, including
area code: (561) 961-1900
Not Applicable
(Former name or former address, if changed sincelast 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)) |
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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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
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 2.02Results of Operations and Financial Condition.
The information provided in Item 7.01 of this Current Report on Form 8-K is incorporated in this Item 2.02 by reference.
Item 7.01Regulation FD Disclosure.
On August 12, 2025, TherapeuticsMD, Inc., a Nevada corporation (the “Company”), issued a press release announcing its financial results for the quarter ended June 30, 2025. 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 in this Item 7.01 and the information contained in Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in any such filing, regardless of any general incorporation language in the filing.
The Company does not have, and expressly disclaims, any obligation to release publicly any updates or any changes in its expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Index
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release from TherapeuticsMD, Inc., dated August 12, 2025, entitled “TherapeuticsMD Announces Second Quarter 2025 Financial Results.” |
| 104 | Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document). |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 12, 2025 | THERAPEUTICSMD, INC. |
|---|---|
| /s/ Marlan Walker | |
| Marlan Walker | |
| Chief Executive Officer |
2
Exhibit 99.1
TherapeuticsMD Announces Second Quarter 2025Financial Results
BOCA RATON, Fla.--(BUSINESS WIRE)—August 12, 2025 -- TherapeuticsMD, Inc. (“TherapeuticsMD” or the “Company”) (NASDAQ: TXMD), a company that owns rights to pharmaceutical royalties, today reported financial results for the three months ended June 30, 2025.
Second Quarter 2025 Financial Results
Net Income (Loss) from Continuing Operations
| ● | Net income from continuing operations was $545 thousand, or $0.05 per basic<br>and diluted common share, compared to a net loss of $(1.05) million, or $(0.09) per basic and diluted common share, for the second quarter<br>of 2024. |
|---|
License Revenues from Continuing Operations
| ● | License revenue, primarily from the Mayne License Agreement,<br>totaled $1.0 million for the second quarter of 2025, an increase of $0.7 million, compared to $234 thousand in license revenue for the<br>second quarter of 2024. The increase is primarily attributable to changes in sales of licensed products. |
|---|
Total Operating Expenses from ContinuingOperations
| ● | Total operating expenses for the second quarter of 2025 were $1,647 thousand,<br>a decrease of $1,376 thousand, or 45.5%, compared to the second quarter of 2024. The change is primarily due to the impairment recognized<br>in the second quarter of 2024. |
|---|
Evaluation of Strategic Alternatives
| ● | The Company continues to evaluate a variety of strategic alternatives that<br>may include, but not be limited to, an acquisition, merger, other business combination, sale of assets, or other strategic transactions<br>involving the Company. Although the Company is exploring potential strategic alternatives, there can be no assurance of a transaction,<br>a successful outcome of these efforts, or the form or timing of any such outcome. The Company has not set a timetable for completion of<br>this exploration process and does not intend to disclose further developments unless and until it is determined that disclosure is appropriate<br>or necessary. |
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Balance Sheet
| ● | As of June 30, 2025, the Company’s cash and cash equivalents totaled<br>$6.1 million. |
|---|
About TherapeuticsMD
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, the Company changed its business to become a pharmaceutical royalty company, primarily collecting royalties from its licensees. The Company is no longer engaging in research and development or commercial operations.
Forward-Looking Statements
This press release by TherapeuticsMD, Inc. may contain forward-looking statements. Forward-looking statements may include, but are not limited to, statements relating to TherapeuticsMD’s objectives, plans and strategies, including the exploration of potential strategic alternatives that may include, but are not limited to, an acquisition, merger, other business combination, sale of assets, or other strategic transactions, and the completion of such a review process as well as statements, other than historical facts, that address activities, events or developments that the company intends, expects, projects, believes or anticipates will or may occur in the future. These statements are often characterized by terminology such as “believes,” “hopes,” “may,” “anticipates,” “should,” “intends,” “plans,” “will,” “expects,” “estimates,” “projects,” “positioned,” “strategy” and similar expressions and are based on assumptions and assessments made in light of management’s experience and perception of historical trends, current conditions, expected future developments and other factors believed to be appropriate. Forward-looking statements in this press release are made as of the date of this press release, and the company undertakes no duty to update or revise any such statements, whether as a result of new information, future events or otherwise. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, many of which are outside of the company’s control. Important factors that could cause actual results, developments and business decisions to differ materially from forward-looking statements are described in the sections titled “Risk Factors” in the company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as well as reports on Form 8-K, and include the following: whether the company’s licensees will be successful at commercializing the products that they licensed and acquired from TherapeuticsMD; whether the company is successful in winding down its operations and the costs associated therewith, including the company’s ability to obtain any additional financing necessary therefor and any adjustments to the net working capital purchased as part of the Mayne Pharma transaction; whether the company is successful in identifying strategic pathways to create additional shareholder value; the outcome of the company’s disputes with Mayne Pharma; the company’s ability to remain listed on Nasdaq; the impact of product liability lawsuits; the impact of leadership transitions; the impact of Mayne Pharma Group’s potential sale to Cosette Pharmaceuticals, Inc. and the volatility of the trading price of the company’s common stock.
Marlan D. Walker
Chief Executive Officer
561-961-1900
IR@TherapeuticsMD.com
Lisa M. Wilson
In-Site Communications, Inc.
212-452-2793
lwilson@insitecony.com
Source: TherapeuticsMD, Inc.