TherapeuticsMD Announces Pricing of $110 Million Public Offering of Common Stock

Rhea-AI Summary

TherapeuticsMD, Inc. (NASDAQ:TXMD) announced an underwritten public offering of approximately 59.5 million shares at a gross proceeds of $110 million, closing expected around February 16, 2021. Cantor Fitzgerald & Co. is the bookrunning manager, with a 30-day option for the underwriter to purchase an additional 8.9 million shares. Proceeds will be used for commercialization of FDA-approved products like IMVEXXY®, BIJUVA®, and ANNOVERA®, along with debt discharge and working capital.

Positive

• Proceeds of $110 million targeted for commercialization of three FDA-approved products.
• Potential to enhance ANNOVERA's consumer-focused strategy.

Negative

• Issuance of approximately 59.5 million shares may lead to shareholder dilution.
• Public offering may react negatively in the market, impacting share price.

TherapeuticsMD, Inc. (NASDAQ:TXMD) today announced the pricing of its underwritten public offering of approximately 59.5 million shares of its common stock for gross proceeds of $110 million, before deducting the underwriting discounts and commissions and other estimated offering expenses payable by TherapeuticsMD. The offering is expected to close on or about February 16, 2021, subject to customary closing conditions. In addition, TherapeuticsMD has granted the underwriter a 30-day option to purchase up to approximately 8.9 million additional shares of common stock.

Cantor Fitzgerald & Co. is acting as sole bookrunning manager for the offering.

The underwriter may offer the shares from time to time for sale in one or more transactions on the Nasdaq Global Select Market, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. On February 10, 2021, the last sale price of the shares as reported on the Nasdaq Global Select Market was $2.17 per share.

TherapeuticsMD intends to use the net proceeds from the offering for commercialization of its three FDA-approved products, IMVEXXY® (estradiol vaginal inserts) for the treatment of moderate-to-severe dyspareunia (vaginal pain associated with sexual activity), a symptom of vulvar and vaginal atrophy due to menopause, BIJUVA® (estradiol and progesterone) capsules, a hormone therapy combination of bio-identical 17ß-estradiol and bio-identical progesterone in a single, oral softgel capsule, for the treatment of moderate-to-severe vasomotor symptoms due to menopause in women with a uterus, and ANNOVERA® (segesterone acetate/ethinyl estradiol vaginal system), the first and only annual patient-controlled, procedure-free, reversible prescription contraceptive option for women, including to maximize ANNOVERA’s consumer-focused commercialization strategy. TherapeuticsMD additionally may use a portion of the net proceeds from the offering to discharge certain indebtedness currently outstanding under its financing agreement and intends to use a net portion of the proceeds for working capital and general corporate purposes.

The securities described above are being offered by TherapeuticsMD pursuant to a shelf registration statement previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”). A preliminary prospectus supplement and the accompanying prospectus related to the offering have been filed with the SEC and are available on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to this offering may be obtained, when available, from Cantor Fitzgerald & Co., Attn: Capital Markets, 499 Park Avenue, 6th floor, New York, NY 10022; Email: prospectus@cantor.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About TherapeuticsMD, Inc.

TherapeuticsMD, Inc. is an innovative, leading healthcare company, focused on developing and commercializing novel products exclusively for women. Our products are designed to address the unique changes and challenges women experience through the various stages of their lives with a therapeutic focus in family planning, reproductive health, and menopause management. The company is committed to advancing the health of women and championing awareness of their healthcare issues.

Forward Looking Statements

This press release by TherapeuticsMD, Inc. may contain forward-looking statements. Forward-looking statements may include, but are not limited to, statements relating to TherapeuticsMD’s objectives, plans and strategies as well as statements, other than historical facts, that address activities, events or developments that TherapeuticsMD intends, expects, projects, believes or anticipates will or may occur in the future. These statements are often characterized by terminology such as “believes,” “hopes,” “may,” “anticipates,” “should,” “intends,” “plans,” “will,” “expects,” “estimates,” “projects,” “positioned,” “strategy” and similar expressions and are based on assumptions and assessments made in light of management’s experience and perception of historical trends, current conditions, expected future developments and other factors believed to be appropriate. Forward-looking statements in this press release are made as of the date of this press release, and the company undertakes no duty to update or revise any such statements, whether as a result of new information, future events or otherwise. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, many of which are outside of the company’s control, that may cause actual results to differ materially, including the risks and uncertainties associated with market conditions, the satisfaction of customary closing conditions related to the offering, risks and uncertainties associated with TherapeuticsMD’s business and finances in general and other risks described in the sections titled “Risk Factors” in TherapeuticsMD’s filings with the SEC, including its most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, the preliminary prospectus supplement with respect to the offering and other filings with the SEC.

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FAQ

What is the size of the public offering by TherapeuticsMD?

TherapeuticsMD announced a public offering of approximately 59.5 million shares, expected to generate gross proceeds of $110 million.

What will the proceeds from the offering be used for?

The proceeds will be used for commercialization of FDA-approved products, discharging existing debt, and general corporate purposes.

Who is managing the public offering for TherapeuticsMD?

Cantor Fitzgerald & Co. is acting as the sole bookrunning manager for the offering.

When is the expected closing date for the offering?

The offering is expected to close on or about February 16, 2021.

How many additional shares can the underwriter purchase?

The underwriter has a 30-day option to purchase up to approximately 8.9 million additional shares.