As filed with the Securities and Exchange Commission on February 24, 2020
Registration No. 333-226452
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
TherapeuticsMD, Inc.
(Exact name of registrant as specified in its charter)
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Nevada
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87-0233535
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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951 Yamato Road, Suite 220
Boca Raton, Florida 33431
(561) 961-1900
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Robert G. Finizio
Chief
Executive Officer
TherapeuticsMD, Inc.
951 Yamato Road, Suite 220
Boca Raton, Florida 33431
(561) 961-1900
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Daniel A. Cartwright
Chief Financial Officer
TherapeuticsMD, Inc.
951
Yamato Road, Suite 220
Boca Raton, Florida 33431
(561) 961-1900
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Joshua M. Samek, Esq.
DLA Piper LLP (US)
200
South Biscayne Boulevard
Suite 2500
Miami, FL 33131
(305) 423-8500
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Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box. ☐
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this form
is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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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
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Title of each class of
securities to be registered
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Amount
to be
registered(1)
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Proposed
maximum
offering price
per unit(1)
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Proposed
maximum
aggregate
offering price(1)
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Amount of
registration fee(2)
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Common Stock, par value $0.001 per share
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Preferred Stock, par value $0.001 per share
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Debt Securities
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Depository Shares
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Warrants
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Purchase Contracts
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Units
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Total
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$250,000,000
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$32,450
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(1)
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Securities registered hereunder may be sold separately, together or as units with other securities registered
hereunder. An indeterminate aggregate initial offering price and number or amount of Common Stock, Preferred Stock, Debt Securities, Depository Shares, Warrants, Purchase Contracts and Units of TherapeuticsMD, Inc. are being registered as may from
time to time be issued at currently indeterminable prices and as may be issuable upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, which together shall have a maximum aggregate initial offering
price not to exceed $250,000,000. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this registration statement also covers any additional securities that may be offered or issued in connection with
any stock split, stock dividend or pursuant to anti-dilution provisions of any of the securities. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the
Securities Act.
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