M&A - TherapeuticsMD, Inc.

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Form Type: 10-K

Filing Date: 2025-03-27

Corporate Action: Acquisition

Type: New

Accession Number: 000101376225003442

Filing Summary: TherapeuticsMD, Inc. transitioned from a women's healthcare company to a pharmaceutical royalty company as of December 30, 2022, following the completion of an acquisition by Mayne Pharma. This transaction involved granting Mayne Pharma an exclusive license to commercialize the company’s products (IMVEXXY, BIJUVA, and a prescription prenatal vitamin) and selling other assets related to these products. Under the Mayne License Agreement, TherapeuticsMD is entitled to milestone payments based on sales performance and a royalty structure over a 20-year period. Additionally, they have minimum annual royalty payments, which adjust for inflation. The agreement reflects an emphasis on generating revenue through royalties rather than direct sales, indicating a strategic shift in business operations. The company continues to face financial risks and is exploring various capital-raising options to ensure ongoing operations and liquidity. Furthermore, as part of this restructuring, the company has one employee and relies on external consultants for operational support, highlighting a significant downsizing.

Document Link: View Document

Additional details:

Business Change Date: 2022-12-30


Transaction Details: Transaction with Mayne Pharma included exclusive licenses and asset sales


Royalty Rate: 8.0% on first $80 million annual sales, 7.5% thereafter


Minimum Annual Royalty: $3.0 million for 12 years


Acquisition Cash Payment: $140 million at closing


Company Status: changed to pharmaceutical royalty company


Number Of Employees: 1 full-time employee


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