Item 1.01 Entry into a Material Definitive Agreement.

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. The prepaid royalties will reduce the first four quarterly payments that would have otherwise been payable pursuant to the License Agreement by an amount equal to $257,250 per quarterly royalty payment plus interest calculated at 19% per annum accruing from the Closing Date until the date such quarterly royalty payment is paid to the Company. In addition, the parties agreed that Mayne will reduce one quarterly royalty payment (other than the first quarterly royalty payment) otherwise payable to the Company by $1.5 million in consideration of Mayne Pharma assuming the Company's obligations under a long-term services agreement, including the Company's minimum payment obligations thereunder.

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.

The foregoing summaries of the License Agreement Amendment and the Transaction Agreement Amendment do not purport to be complete and are subject to, and qualified in their entirety by, the License Agreement Amendment and Transaction Agreement Amendment, copies of which will be filed as exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 2022.

Item 1.02 Termination of a Material Definitive Agreement.

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.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the "Introductory Note" above is incorporated by reference into this Item 2.01 of this Current Report on Form 8-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

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. None of Messrs. Bisaro, Musing or Russell or Ms. Ling resigned due to any disagreement with the Company on any matter relating to the Company's operations, policies, or practices.

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Item 7.01 Regulation FD Disclosure.

On January 3, 2023, the Company issued a press release announcing the completion of the Transaction. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference herein. The information in this Item 7.01 and the information contained in Exhibit 99.1 is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as may be expressly set forth by specific reference in any such filing, regardless of any general incorporation language in the filing.

Item 8.01 Other Events.

On the Closing Date, and in accordance with the terms of the Certificate of Designation, Preferences and Rights of Series A Preferred Stock, establishing the powers, designations, preferences and privileges and the qualifications, limitations or restrictions of the Company's Series A Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock"), the Company redeemed all 29,000 outstanding shares of Series A Preferred Stock at a purchase price of $1,333 per share. On the Closing Date the Company also paid certain affiliates of Rubric Capital Management LP ("Rubric") approximately $3.0 million as a make-whole payment pursuant to the subscription agreements previously entered into between the Company and Rubric.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

                                 Exhibit Index

Exhibit
Number                                   Description

10.1†+       License Agreement by and between TherapeuticsMD, Inc. and Mayne
           Pharma LLC, dated December 2, 2022 (incorporated by reference to
           Exhibit 10.1 to TherapeuticsMD, Inc.'s Form 8-K, filed with the SEC on
           December 5, 2022).

10.2†+       Transaction Agreement by and between TherapeuticsMD, Inc. and Mayne
           Pharma LLC, dated December 2, 2022 (incorporated by reference to
           Exhibit 10.2 to TherapeuticsMD, Inc.'s Form 8-K, filed with the SEC on
           December 5, 2022).

99.1         Press Release of TherapeuticsMD, Inc. dated January 3, 2023.

104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document).

† Certain of the exhibits and schedules to this exhibit have been omitted in


    accordance with Item 601(a)(5) of Regulation S-K. The Company agrees to
    furnish a copy of all omitted exhibits and schedules to the SEC upon its
    request.


+   Certain portions of this exhibit have been omitted in accordance with Item
    601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish
    supplementally an unredacted copy of this exhibit to the SEC upon its
    request.

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