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Share Name | Share Symbol | Market | Type |
---|---|---|---|
TherapeuticsMD Inc | NASDAQ:TXMD | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.005 | 0.27% | 1.885 | 1.85 | 1.94 | 1.9095 | 1.8535 | 1.89 | 9,225 | 23:07:51 |
As filed with the Securities and Exchange Commission on June 7, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TherapeuticsMD, Inc.
(Exact name of registrant as specified in its charter)
Nevada | 87-0233535 | |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
|
951 Yamato Road, Suite 220 Boca Raton, Florida |
33431 | |
(Address of Principal Executive Offices) | (Zip Code) |
TherapeuticsMD, Inc.
2019 Stock Incentive Plan, as amended
(Full title of the plan)
Robert G. Finizio
Chief Executive Officer
TherapeuticsMD, Inc.
951 Yamato Road, Suite 220
Boca Raton, Florida 33431
(561) 961-1900
(Name, address, telephone number, including area code, of agent for service)
Copies to:
James C. DArecca Chief Financial Officer TherapeuticsMD, Inc. 951 Yamato Road, Suite 220 Boca Raton, Florida 33431 (561) 961-1900 |
Joshua M. Samek, Esq.
DLA Piper LLP (US)
|
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☑ | Smaller reporting company | ☑ | |||
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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
|
||||||||
Title of securities
to be registered |
Amount to be registered(1) |
Proposed maximum offering price per share(3) |
Proposed maximum aggregate offering price |
Amount of registration fee |
||||
Common Stock, $0.001 par value per share |
22,475,000(2) | $1.23 | $27,644,250.00 | $3,015.99 | ||||
|
||||||||
|
(1) |
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this registration statement on Form S-8 also covers an indeterminate number of shares of common stock, $0.001 par value per share (Common Stock), of TherapeuticsMD, Inc. (the Registrant) that may be offered or issued by reason of stock splits, stock dividends or similar transactions effected without the receipt of consideration which results in an increase in the number of outstanding shares of Common Stock of the Registrant. In addition, any shares subject to outstanding options or other equity Awards (as defined in the TherapeuticsMD, Inc. 2019 Stock Incentive Plan, as amended (the 2019 Plan)) under the 2019 Plan that are forfeited, expire or otherwise terminate without issuance of the Shares (as defined in the 2019 Plan), or if any Award is settled for cash or otherwise does not result in the issuance of all or a portion of the Shares subject to such Award (other than Shares tendered or withheld in connection with the exercise of an Award), the Shares to which those Awards were subject, shall, to the extent of such forfeiture, expiration, termination, cash settlement or non-issuance, again be available for delivery with respect to Awards under the 2019 Plan. |
(2) |
Represents shares of Common Stock that were added to the shares reserved for issuance under the 2019 Plan. |
(3) |
Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h). The proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee are based on the average of the high and low prices of Registrants Common Stock as reported on The Nasdaq Stock Market LLC on June 4, 2021. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this Registration Statement) is filed by TherapeuticsMD, Inc., a Nevada corporation (the Registrant), to register an additional 22,475,000 shares of common stock, $0.001 par value per share, of the Registrant (Common Stock), which may be issued under the TherapeuticsMD, Inc. 2019 Stock Incentive Plan, as amended (the 2019 Plan). The Registrants stockholders approved an amendment to the 2019 Plan to increase the number of shares of Common Stock available for issuance under the 2019 Plan (the Amendment) at Registrants Annual Meeting of Stockholders on May 27, 2021.
This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement on Form S-8 relating to the same benefit plan is effective, pursuant to the Amendment. The Registrant previously registered shares of its Common Stock for issuance under the 2019 Plan under a registration statement on Form S-8 filed with the Securities and Exchange Commission (Commission) on June 21, 2019 (File No. 333-232268) (the 2019 Registration Statement). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the 2019 Registration Statement with respect to the shares of Common Stock registered under the 2019 Plan, except to the extent supplemented or amended or superseded by the information set forth or incorporated herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into the Registration Statement the following documents previously filed with the Commission:
(1) The Registrants Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission on March 4, 2021;
(2) The Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the Commission on May 6, 2021;
(3) The Registrants Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 14, 2021;
(4) The Registrants Current Reports on Form 8-K filed with the Commission on January 13, 2021, February 16, 2021, April 12, 2021 and May 28, 2021 (provided that any portions of such reports that are deemed furnished and not filed pursuant to instructions to Form 8-K shall not be incorporated by reference into this Registration Statement); and
(5) The description of the Registrants common stock included under the heading Description of Common Stock in the prospectus forming a part of the Registration Statement on Form S-3 (File No. 333-207837), as filed with the SEC on November 5, 2015, which description has been incorporated by reference in Item 1 of the Registrants Form 8-A (File No. 001-00100), as filed with the Commission on October 6, 2017, including any amendment or report filed with the Commission for the purpose of updating such description.
In addition, all documents that the Registrant files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the effective date of this Registration Statement (except for any portions of the Registrants Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof and any corresponding exhibits thereto not filed with the Commission), but prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents.
For purposes of this Registration Statement, any document or statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such document or statement in such document. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
II-1
Item 8. Exhibits.
II-2
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on June 7, 2021.
THERAPEUTICSMD, INC. |
By: | /s/ Robert G. Finizio |
Name: | Robert G. Finizio | |
Title: | Chief Executive Officer |
II-3
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert G. Finizio and James C. DArecca, and each one of them acting alone, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Name |
Position |
Date |
||
/s/ Robert G. Finizio |
Chief Executive Officer, Director (Principal Executive Officer) |
June 7, 2021 | ||
Robert G. Finizio | ||||
/s/ James C. DArecca |
Chief Financial Officer (Principal Financial Officer) |
June 7, 2021 | ||
James C. DArecca | ||||
/s/ Michael Donegan |
Chief Accounting Officer (Principal Accounting Officer) |
June 7, 2021 | ||
Michael Donegan | ||||
/s/ Tommy G. Thompson | Chairman of the Board of Directors | June 7, 2021 | ||
Tommy G. Thompson | ||||
/s/ Paul M. Bisaro | Director | June 7, 2021 | ||
Paul M. Bisaro | ||||
/s/ J. Martin Carroll | Director | June 7, 2021 | ||
J. Martin Carroll | ||||
/s/ Cooper C. Collins | Director | June 7, 2021 | ||
Cooper C. Collins | ||||
/s/ Karen L. Ling | Director | June 7, 2021 | ||
Karen L. Ling | ||||
/s/ Jules A. Musing | Director | June 7, 2021 | ||
Jules A. Musing |
II-4
/s/ Gail K. Naughton | Director | June 7, 2021 | ||
Gail K. Naughton, Ph.D. | ||||
/s/ Angus C. Russell | Director | June 7, 2021 | ||
Angus C. Russell |
II-5
1 Year TherapeuticsMD Chart |
1 Month TherapeuticsMD Chart |
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