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): March 7, 2013
TherapeuticsMD, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 000-16731 | 87-0233535 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
951 Broken Sound Parkway NW, Suite 320
Boca Raton, FL 33487
(Address of Principal Executive Office) (Zip Code)
Registrant’s telephone number, including area code: (561) 961-1911
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 (see General Instruction A.2 below):
| ¨ | 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)) |
| Item 7.01. | Regulation FD Disclosure. |
On March 7, 2013, TherapeuticsMD, Inc. (the “Company”) issued a press release announcing that it intends to offer and sell, subject to market and other conditions, $50,000,000 of its common stock in an underwritten public offering (the “Offering”). Jefferies LLC is acting as sole book-running manager for the Offering, and Noble Financial Capital Markets is acting as co-manager for the Offering. There can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in this Item 7.01 and in Exhibit 99.1 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 shall be expressly set forth by specific reference in such a filing.
Forward-Looking Statements
Except for the historical information contained herein, the matters set forth in this Item 7.01 and in Exhibit 99.1, including statements regarding the Company’s expectations with respect to the completion, timing and size of the Offering, are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including the risks and uncertainties associated with market conditions, the satisfaction of customary closing conditions related to the Offering, risks and uncertainties associated with the Company’s business and finances in general, and other risks detailed in the Company’s annual report on Form 10-K filed with the SEC on March 27, 2012, current report on Form 8-K filed with the SEC on January 25, 2013, and other filings with the SEC. These forward-looking statements are based on current information that may change and you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. All forward-looking statements are qualified in their entirety by this cautionary statement, and the Company undertakes no obligation to revise or update any forward-looking statement to reflect events or circumstances after the date of this report.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press Release from TherapeuticsMD, Inc., dated March 7, 2013, entitled “TherapeuticsMD Announces $50,000,000 Proposed Public Offering of Common Stock”. | |
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: March 7, 2013 | THERAPEUTICSMD, INC. | |||||
| By: | /s/ Daniel A. Cartwright | |||||
| Name: | Daniel A. Cartwright | |||||
| Title: | Chief Financial Officer | |||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 |
Press Release from TherapeuticsMD, Inc., dated March 7, 2013, entitled “TherapeuticsMD Announces $50,000,000 Proposed Public Offering of Common Stock”. | |