Current Report Filing (8-k)
April 22 2020 - 5:03PM
Edgar (US Regulatory)
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0000025743
2020-04-16
2020-04-16
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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): April 16, 2020
TherapeuticsMD,
Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
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001-00100
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87-0233535
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer Identification No.)
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951 Yamato Road, Suite 220
Boca Raton, FL 33431
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(Address
of principal executive office) (zip code)
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Registrant’s
telephone number, including area code: (561) 961-1900
Not
Applicable
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(Former
name or former address, if changed since last report.)
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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))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol
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Name
of each exchange on which registered
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Common
Stock, par value $0.001 per share
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TXMD
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The Nasdaq Stock Market LLC
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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
of this chapter) 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. ☐
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(b)
On
and effective as of April 16, 2020, each of Jane F. Barlow, M.D., M.B.A, M.P.H. and Robert V. LaPenta, Jr. resigned from the
board of directors (the “Board”) of TherapeuticsMD, Inc., a Nevada corporation (the “Company”), and
any committees thereof. Neither Dr. Barlow nor Mr. LaPenta, Jr. resigned as the result of any disagreement with the
Company.
(d)
On
and effective as of April 16, 2020, the Board appointed Ms. Karen L. Ling to the Board to fill one of the vacancies created by
Dr. Barlow and Mr. LaPenta, Jr.’s resignations. Ms. Ling will serve until the Company’s 2020 Annual Meeting of Stockholders
and until her successor is duly elected or appointed or her earlier death or resignation. Following Ms. Ling’s appointment,
the Board reduced the number of authorized directors from 11 to nine.
The
Board has determined that Ms. Ling is independent under the rules of the Nasdaq Global Select Market. Ms. Ling has not yet been
appointed to any committees of the Board. As a director of the Company, Ms. Ling will receive compensation in the same manner
as the Company’s other non-employee directors, described in the section entitled “Director Compensation” in
the Company’s 2019 Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”)
on April 30, 2019 (the “2019 Proxy Statement”).
There
are no arrangements or understandings between Ms. Ling and any other person pursuant to which she were appointed as a director
of the Company. Other than as described in this Current Report on Form 8-K, since the beginning of the Company’s last fiscal
year, the Company has not engaged in any transactions, and there are no proposed transactions, or series of similar transactions,
in which the Company was or is to be a participant and in which Ms. Ling had a direct or indirect material interest in which the
amount involved exceeds or exceeded $120,000.
Item
7.01
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Regulation
FD Disclosure.
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On
April 22, 2020, the Company issued a press release announcing the appointment of Ms. Ling to the Board and the resignations of
Mr. LaPenta, Jr. and Dr. Barlow from the Board. 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 furnished in this Item 7.01 of this Current Report on Form
8-K, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such a filing.
On
April 20, 2020, the Board appointed Mr. Angus C. Russell to serve as the Chairperson of the Audit Committee of the Board and Mr.
Paul M. Bisaro to serve as a member of the Audit Committee, in each case to fill the vacancies created by the resignation of Mr.
LaPenta, Jr. Board members receive compensation for serving on committees of the Board as described in the section entitled “Director
Compensation” in the 2019 Proxy Statement.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
Exhibit
Index
Exhibit
Number
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Description
of Exhibit
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99.1
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Press
Release from TherapeuticsMD, Inc., dated April 22, 2020, entitled “TherapeuticsMD Further Strengthens Board with Appointment
of New Independent Director”.
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104
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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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THERAPEUTICSMD,
INC.
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Date:
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April
22, 2020
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By:
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/s/ Daniel A. Cartwright
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Daniel
A. Cartwright
Chief
Financial Officer
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