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THERAPEUTICSMD, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Financial Statements and Exhibits

August 4, 2014



Item 1.01. Entry into a Material Definitive Agreement.

On July 29, 2014, TherapeuticsMD, Inc., a Nevada corporation (the "Company"), entered into an underwriting agreement (the "Underwriting Agreement") with Goldman, Sachs & Co., as the representative of the several underwriters named in Schedule I thereto (the "Underwriters"), relating to an underwritten public offering of 8,565,310 shares of the common stock, par value $0.001 per share, of the Company at a public offering price of $4.67 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an aggregate of 1,284,796 additional shares of common stock, which option has been exercised in full. The net proceeds to the Company from the offering are expected to be approximately $42.8 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. The offering closed on August 4, 2014.

The offering is being made pursuant to the Company's effective shelf registration statements on Form S-3 (Registration Statement Nos. 333-186189 and 333-197699) previously filed with the Securities and Exchange Commission and a preliminary and final prospectus supplement thereunder.

The Underwriting Agreement contains representations, warranties and covenants of the Company that are customary for transactions of this type and customary conditions to closing. Additionally, the Company has agreed to provide the Underwriters with customary indemnification rights under the Underwriting Agreement. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Form 8-K and is incorporated herein by reference. A copy of the opinion of Greenberg Traurig, LLP regarding the validity of the shares of Common Stock issued in the offering is attached hereto as Exhibit 5.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. Exhibit Number Description 1.1 Underwriting Agreement, dated July 29, 2014, between the Company and Goldman, Sachs & Co., as the representative of the several underwriters named in Schedule I thereto. 5.1 Opinion of Greenberg Traurig, LLP. 23.1 Consent of Greenberg Traurig, LLP (set forth in Exhibit 5.1).



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Source: Edgar Glimpses


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