--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-000222" form_type: "8-K" ticker: "TXMD" cik: "0000025743" company_name: "TherapeuticsMD, Inc." filed_at: "2023-01-03T23:59:59+00:00" generated_at: "2026-06-20T21:05:56.954687+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # TherapeuticsMD closes transaction with Mayne Pharma; receives $153M upfront, pays down debt and redeems preferred stock ## Summary - Total upfront cash of ~$153.1M ($140M license/sale + $13.1M for working capital and prepaid royalties). - Eligible for up to $30M in sales milestones and royalties of 7.5%–8% on net sales for 20 years (minimum $3M/yr for 12 years). - Proceeds used to repay all debt under Sixth Street facility and redeem all 29,000 Series A Preferred shares at $1,333 each. - Directors Bisaro, Ling, Musing, Russell resigned; Marlan Walker appointed Principal Executive Officer. - Paid ~$3M make-whole to Rubric Capital Management affiliates per subscription agreements. ## SEC filing metadata - accession: 0001193125-23-000222 - form_type: 8-K - ticker: TXMD - cik: 0000025743 - company_name: TherapeuticsMD, Inc. - filed_at: 2023-01-03T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 1.02, 2.01, 5.02, 7.01, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/25743/000119312523000222/0001193125-23-000222-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/25743/000119312523000222/d417698d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-000222 - JSON: https://secwatch.observer/filing/0001193125-23-000222.json - Plain text: https://secwatch.observer/filing/0001193125-23-000222.txt ## Key facts - Executive change Angus C. Russell resigned as Director at TherapeuticsMD, Inc.. - Action: resigned - Role: Director source text: On December 30, 2022, each of Mr. Paul M. Bisaro, Ms. Karen L. Ling, Mr. Jules A. Musing and Mr. Angus C. Russell resigned from the board of directors (the “Board”) of the Company, and any committees thereof, effective upon the closing of the Transaction. evidence_url: https://www.sec.gov/Archives/edgar/data/25743/000119312523000222/0001193125-23-000222-index.htm - Executive change Paul M. Bisaro resigned as Director at TherapeuticsMD, Inc.. - Action: resigned - Role: Director source text: On December 30, 2022, each of Mr. Paul M. Bisaro, Ms. Karen L. Ling, Mr. Jules A. Musing and Mr. Angus C. Russell resigned from the board of directors (the “Board”) of the Company, and any committees thereof, effective upon the closing of the Transaction. evidence_url: https://www.sec.gov/Archives/edgar/data/25743/000119312523000222/0001193125-23-000222-index.htm - Executive change Karen L. Ling resigned as Director at TherapeuticsMD, Inc.. - Action: resigned - Role: Director source text: On December 30, 2022, each of Mr. Paul M. Bisaro, Ms. Karen L. Ling, Mr. Jules A. Musing and Mr. Angus C. Russell resigned from the board of directors (the “Board”) of the Company, and any committees thereof, effective upon the closing of the Transaction. evidence_url: https://www.sec.gov/Archives/edgar/data/25743/000119312523000222/0001193125-23-000222-index.htm - Executive change Jules A. Musing resigned as Director at TherapeuticsMD, Inc.. - Action: resigned - Role: Director source text: On December 30, 2022, each of Mr. Paul M. Bisaro, Ms. Karen L. Ling, Mr. Jules A. Musing and Mr. Angus C. Russell resigned from the board of directors (the “Board”) of the Company, and any committees thereof, effective upon the closing of the Transaction. evidence_url: https://www.sec.gov/Archives/edgar/data/25743/000119312523000222/0001193125-23-000222-index.htm - M&A Transactions TherapeuticsMD, Inc. completed a disposition involving Mayne Pharma LLC for $140.0 million cash at closing (closed 2022-12-30). - Action: disposition - Counterparty: Mayne Pharma LLC - Consideration: $140.0 million cash at closing - Closing: 2022-12-30 source text: consideration from Mayne Pharma to the Company for the purchase of the Transferred Assets and the grant of the licenses under the License Agreement was (i) a cash payment of $140.0 million at closing, (ii) a cash payment of approximately $12.1 million at closing for the acquisition of net working capital as determined in accordance with the Transaction Agreement evidence_url: https://www.sec.gov/Archives/edgar/data/25743/000119312523000222/0001193125-23-000222-index.htm - Material Agreements TherapeuticsMD, Inc. terminated Financing Agreement with Sixth Street Specialty Lending, Inc., as administrative agent. - Action: termination - Agreement: credit facility - Counterparty: Sixth Street Specialty Lending, Inc., as administrative agent source text: On the Closing Date, the Company repaid all obligations under its Financing Agreement, dated as of April 24, 2019, as amended, with Sixth Street Specialty Lending, Inc., as administrative agent, the various lenders from time to time party thereto, and certain of the Company’s subsidiaries party thereto from time to time as guarantors (the “Financing Agreement”) and the Financing Agreement was terminated. evidence_url: https://www.sec.gov/Archives/edgar/data/25743/000119312523000222/0001193125-23-000222-index.htm - Material Agreements TherapeuticsMD, Inc. amended License Agreement Amendment with Mayne Pharma valued at approximately $1.0 million. - Action: amendment - Agreement: license - Counterparty: Mayne Pharma - Value: approximately $1.0 million source text: On the Closing Date, the Company and Mayne Pharma entered into Amendment No. 1 to the License Agreement (the “License Agreement Amendment”). Pursuant to the License Agreement Amendment, Mayne Pharma agreed to pay the Company approximately $1.0 million in prepaid royalties on the Closing Date. evidence_url: https://www.sec.gov/Archives/edgar/data/25743/000119312523000222/0001193125-23-000222-index.htm - Material Agreements TherapeuticsMD, Inc. amended Transaction Agreement Amendment with Mayne Pharma. - Action: amendment - Counterparty: Mayne Pharma source text: Also on the Closing Date, the Company and Mayne Pharma entered into Amendment No. 1 to the Transaction Agreement (the “Transaction Agreement Amendment”), pursuant to which the parties agreed to amend the mechanics for calculating the final net working capital under the Transaction Agreement. evidence_url: https://www.sec.gov/Archives/edgar/data/25743/000119312523000222/0001193125-23-000222-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.