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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): December 5, 2024

 

 

 

THERAPEUTICSMD, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Nevada   001-00100   87-0233535
(State or Other Jurisdiction
of Incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

951 Yamato Road, Suite 220

Boca Raton, FL 33431

(Address of Principal Executive Office) (Zip Code)

 

Registrant’s telephone number, including area code: (561) 961-1900

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

 

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   Trading Symbol   Name of Each Exchange
on Which Registered
Common Stock, par value $0.001 per share   TXMD   The Nasdaq Stock Market LLC

 

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

 

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 5.07. Submission of Matters to a Vote of Security Holders.

 

On December 5, 2024, TherapeuticsMD, Inc., a Nevada corporation (the “Company”), held its 2024 Annual Meeting (the “Annual Meeting”). At the close of business on October 17, 2024, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 11,532,432 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), outstanding and entitled to vote at the Annual Meeting. The holders of 6,832,199 shares of Common Stock were represented virtually or by proxy at the Annual Meeting, constituting a quorum. At the Annual Meeting, the stockholders of the Company considered and voted on proposals to: (1) elect four directors to serve until the Company’s next annual meeting of stockholders or until their successors are duly elected and qualified; (2) approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2023; and (3) ratify the appointment of Berkowitz Pollack Brant Advisors + CPAs, LLP, an independent registered public accounting firm, as the independent auditor of the Company for the fiscal year ending December 31, 2024.

 

Set forth below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting. For more information on the following proposals, see the Company’s Definitive Proxy Statement on Schedule 14A, filed with the United States Securities and Exchange Commission on October 25, 2024.

 

Proposal 1: All of the four nominees for the Company’s Board of Directors were elected to serve until the Company’s next annual meeting of stockholders or until their successors are duly elected and qualified, by the votes set forth in the table below:

 

Nominee  For  Withheld  Broker
Non-Votes
Tommy G. Thompson  4,599,014  259,277  1,973,908
Cooper C. Collins  4,730,129  128,162  1,973,908
Gail K. Naughton, Ph.D.  4,635,015  223,276  1,973,908
Justin Roberts  4,625,873  232,418  1,973,908

 

Proposal 2: The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2023, by the votes set forth in the table below:

 

For  Against  Abstain  Broker Non-
Votes
4,609,794  218,147  30,350  1,973,908

 

Proposal 3: The Company’s stockholders ratified the appointment of Berkowitz Pollack Brant Advisors + CPAs, LLP, an independent registered public accounting firm, as the independent auditor of the Company for the fiscal year ending December 31, 2024, by the votes set forth in the table below:

 

For  Against  Abstain  Broker Non-
Votes
6,436,990  383,240  11,969  0

 

1

 

 

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: December 5, 2024 THERAPEUTICSMD, INC.
   
 

/s/ Marlan Walker

  Marlan Walker
  Chief Executive Officer

 

 

2

 

 

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Entity File Number 001-00100
Entity Registrant Name THERAPEUTICSMD, INC.
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Entity Tax Identification Number 87-0233535
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One 951 Yamato Road
Entity Address, Address Line Two Suite 220
Entity Address, City or Town Boca Raton
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Title of 12(b) Security Common Stock, par value $0.001 per share
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