What changed in this filing

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Item 1. Financial Statements

2024-08-12 compared with 2024-05-10 · 492 added, 437 removed, 182 unchanged (84% of the section changed)

Financial statements

TherapeuticsMD,

TherapeuticsMD, Inc.

and Subsidiaries

Consolidated Balance Sheets

(in thousands, except per share

Condensed Consolidated Balance Sheets

(in thousands, except per share data)

Current assets:

20 unchanged sentences

Common stock, par value $ 0.001 ;

32,000 shares authorized, 11,532 issued and outstanding as of March 31, 2024 and December 31, 2023, respectively

32,000 shares authorized, 11,532 issued and outstanding as of June 30, 2024 and December 31, 2023

Additional paid-in capital

2 unchanged sentences

Total liabilities and stockholders’ equity

accompanying notes are an integral part of these condensed consolidated financial statements.

TherapeuticsMD,

The accompanying notes are an integral part of

these condensed consolidated financial statements.

TherapeuticsMD, Inc.

and Subsidiaries

Consolidated Statements of Operations

- in thousands, except per share data)

Condensed Consolidated Statements of Operations

(Unaudited - in thousands, except per share data)

Three Months Ended

Six Months Ended

Revenue, net:

2 unchanged sentences

Selling, general and administrative

Impairment of long-lived assets (Note 4)

Depreciation & amortization

8 unchanged sentences

Loss from continuing operations, net of income taxes

Income (loss) from discontinued operations, net of income taxes

Income (loss) per common share, basic and diluted:

(Loss) income from discontinued operations, net of income taxes

Loss per common share, basic and diluted:

Continuing operations

3 unchanged sentences

Weighted average common shares, diluted

accompanying notes are an integral part of these condensed consolidated financial statements.

TherapeuticsMD,

The accompanying notes are an integral part of

these condensed consolidated financial statements.

TherapeuticsMD, Inc.

and Subsidiaries

Consolidated Statements of Stockholders’ Equity

- in thousands)

Condensed Consolidated Statements of Stockholders’

(Unaudited - in thousands)

Additional Paid in

4 unchanged sentences

$ ( 950,375 )

Share-based compensation

Balance, June 30, 2024

$ ( 951,465 )

Additional Paid in

Balance, January 1, 2023

4 unchanged sentences

$ ( 942,966 )

accompanying notes are an integral part of these condensed consolidated financial statements.

TherapeuticsMD,

Shares issued for vested restricted stock units

Shares issued for sale of common stock related to private placement sale

Share-based compensation

Shares issued for exercise of warrants

Balance, June 30, 2023

$ ( 945,380 )

The accompanying notes are an integral part of

these condensed consolidated financial statements.

TherapeuticsMD, Inc.

and Subsidiaries

Consolidated Statements of Cash Flows

- in thousands)

Three Months Ended

Condensed Consolidated Statements of Cash Flows

(Unaudited - in thousands)

Six Months Ended

Cash flows from operating activities:

1 unchanged sentence

Net loss from continuing operations

Adjustments to reconcile net loss to net cash used in operating activities of continuing operations:

Adjustments to reconcile net loss to net cash provided by (used in)

continuing operating activities:

Depreciation and amortization

Write-off of patents and trademarks

Impairment of long-lived assets (Note 4)

Share-based compensation

6 unchanged sentences

Total adjustments

Net cash used in continuing operating activities

Net cash provided by (used in) continuing operating activities

Cash flows from financing activities:

Proceeds from sale of common stock, net of costs

Net cash provided by continuing financing activities

Discontinued operations:

Net cash provided by (used in) operating activities

Net cash used in operating activities

Net cash provided by financing activities

Net cash provided by (used in) discontinued operations

Net cash used in discontinued operations

Net increase (decrease) in cash

Cash and cash equivalents, beginning of period

Cash and cash equivalents - continuing operations, beginning of period

Total cash and cash equivalents, end of period

accompanying notes are an integral part of these condensed consolidated financial statements.

TherapeuticsMD,

The accompanying notes are an integral part of

these condensed consolidated financial statements.

TherapeuticsMD, Inc.

and Subsidiaries

to the Condensed Consolidated Financial Statements

Business, basis of presentation, new accounting standards and summary of significant accounting policies

TherapeuticsMD,

(the “Company”), a Nevada corporation, and its condensed consolidated subsidiaries are referred to collectively in this

Quarterly Report on Form 10-Q (“10-Q Report”) as “TherapeuticsMD,” “we,” “our” and “us.”

This 10-Q Report includes trademarks, trade names and service marks, such as TherapeuticsMD®, vitaMedMD®, BocaGreenMD®, vitaCareTM,

IMVEXXY®, and BIJUVA®, which are protected under applicable intellectual property laws and are the property of, or licensed by

Solely for convenience, trademarks, trade names and service marks referred to in this 10-Q Report may appear without the ®,

TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under

applicable law, our rights or the right of the applicable licensor to these trademarks, trade names and service marks.

We do not intend

our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed

to imply a relationship with, or endorsement or sponsorship of us by, these other parties.

TherapeuticsMD

was previously a women’s healthcare company with a mission of creating and commercializing innovative products to support the lifespan

of women from pregnancy prevention through menopause.

In December 2022, we changed our business to become a pharmaceutical royalty company,

currently receiving royalties on products licensed to pharmaceutical organizations that possess commercial capabilities in the relevant

On December 30, 2022 (the “Closing Date”), we completed a transaction (the “Mayne Transaction”)

with Mayne Pharma LLC, a Delaware limited liability company (“Mayne Pharma”) and subsidiary of Mayne Pharma Group Limited,

an Australian public company, in which we and our subsidiaries (i) granted Mayne Pharma an exclusive license to commercialize our IMVEXXY,

BIJUVA and prescription prenatal vitamin products sold under the BocaGreenMD and vitaMedMD brands (collectively, the “Licensed

Products”) in the United States and its possessions and territories, (ii) assigned to Mayne Pharma our exclusive license to commercialize

ANNOVERA® (together with the Licensed Products, collectively, the “Products”) in the United States and its possessions

and territories, and (iii) sold certain other assets to Mayne Pharma in connection therewith.

a License Agreement, dated December 4, 2022, between TherapeuticsMD and Mayne Pharma (the “Mayne License Agreement”), we

granted Mayne Pharma, on the Closing Date, (i) an exclusive, sublicensable, perpetual, irrevocable license to research, develop, register,

manufacture, have manufactured, market, sell, use, and commercialize the Licensed Products in the United States and its possessions and

territories and (ii) an exclusive, sublicensable, perpetual, irrevocable license to manufacture, have manufactured, import and have imported

the Licensed Products outside the United States for commercialization in the United States and its possessions and territories.

the Mayne License Agreement, Mayne Pharma will pay us milestone payments of each of (i) $ 5.0 million if aggregate net sales of all Products

in the United States during a calendar year reach $ 100.0 million, (ii) $ 10.0 million if aggregate net sales of all Products in the United

States during a calendar year reach $ 200.0 million and (iii) $ 15.0 million if aggregate net sales of all Products in the United States

during a calendar year reach $ 300.0 million.

Further, Mayne Pharma will pay us royalties on net sales of all Products in the United States

at a royalty rate of 8.0 % on the first $ 80.0 million in annual net sales and 7.5 % on annual net sales above $ 80.0 million, subject to

certain adjustments, for a period of 20 years following the Closing Date.

The royalty rate will decrease to 2.0 % on a Product-by-Product

basis upon the earlier to occur of (i) the expiration or revocation of the last patent covering a Product and (ii) a generic version

of a Product launching in the United States.

Mayne Pharma will pay us minimal annual royalties of $ 3.0 million per year for 12 years,

adjusted for inflation at an annual rate of 3 %, subject to certain further adjustments, including as described below.

Upon the expiry

of the 20 -year royalty term, the licenses granted to Mayne Pharma under the Mayne License Agreement will become a fully paid-up and royalty

free license for the Licensed Products.

the Transaction Agreement, dated December 4, 2022, between TherapeuticsMD and Mayne Pharma (the “Transaction Agreement”),

we sold to Mayne Pharma, at closing, certain assets for Mayne Pharma to commercialize the Products in the United States, including, with

the Population Council’s consent, our exclusive license from the Population Council to commercialize ANNOVERA (the “Transferred

total consideration from Mayne Pharma to TherapeuticsMD for the purchase of the Transferred Assets and the grant of the licenses under

the Mayne Transaction Agreement was (i) a cash payment of $ 140.0 million at closing, (ii) a cash payment of approximately $ 12.1 million

at closing for the acquisition of net working capital as determined in accordance with the Transaction Agreement and subject to certain

adjustments, (iii) a cash payment of approximately $ 1.0 million at closing for prepaid royalties in connection with the Mayne License

Agreement Amendment (as defined below) and (iv) the right to receive the contingent consideration set forth in the Mayne License Agreement,

The acquisition of net working capital was determined in accordance with the Transaction Agreement and included significant

estimates which could change materially for a period of up to two years following the Closing Date.

On the Closing Date,

TherapeuticsMD and Mayne Pharma entered into Amendment No.

1 to the Mayne License Agreement (the “Mayne License Agreement

Pursuant to the Mayne License Agreement Amendment, Mayne Pharma agreed to pay us approximately $ 1.0 million in

prepaid royalties on the Closing Date.

The prepaid royalties reduced the first four quarterly payments that would have otherwise

been payable pursuant to the Mayne License Agreement by an amount equal to $ 257 thousand per quarterly royalty payment plus interest

calculated at 19 % per annum accruing from the Closing Date until the date such quarterly royalty payment was paid to us.

Mayne Pharma settled the $ 1.5 million of consideration due to Mayne Pharma for the assumed obligations under a long-term services

agreement, including our minimum payment obligations thereunder.

As the parties agreed, during the second quarter of 2023 Mayne

Pharma held back our royalty payment of $ 0.6 million and we funded an additional $ 0.9 million in August 2023 to settle the original

$ 1.5 million payable.

part of the transformation that included the Mayne License Agreement, historical results of commercial operations for all periods prior

to the Closing Date have been reflected as discontinued operations in our condensed consolidated financial statements.

Assets and liabilities

associated with the commercial business are classified as assets and liabilities of discontinued operations in our condensed consolidated

balance sheets.

Additional disclosures regarding discontinued operations are provided in Note 2 of our condensed consolidated financial

also have license agreements with strategic partners to commercialize IMVEXXY and BIJUVA outside of the U.S.

● In July 2018, we entered into

a license and supply agreement (the “Knight License Agreement”) with Knight Therapeutics Inc.

(“Knight”) pursuant

to which we granted Knight an exclusive license to commercialize IMVEXXY and BIJUVA in Canada and Israel.

Knight obtained regulatory approval

for IMVEXXY and BIJUVA and began commercialization efforts in 2024.

Notes to the Condensed Consolidated Financial

Business, basis of presentation, new accounting standards and

summary of significant accounting policies

TherapeuticsMD, Inc.

(the “Company”), a Nevada corporation,

and its condensed consolidated subsidiaries are referred to collectively in this Quarterly Report on Form 10-Q (“10-Q Report”)

as “TherapeuticsMD,” “we,” “our” and “us.” This 10-Q Report includes trademarks, trade

names and service marks, such as TherapeuticsMD®, vitaMedMD®, BocaGreenMD® , IMVEXXY®, and BIJUVA®, which are protected

under applicable intellectual property laws and are the property of, or licensed by or to, us.

Solely for convenience, trademarks, trade

names and service marks referred to in this 10-Q Report may appear without the ®, TM or SM symbols, but such references are not intended

to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable

licensor to these trademarks, trade names and service marks.

We do not intend our use or display of other parties’ trademarks, trade

names or service marks to imply, and such use or display should not be construed to imply a relationship with, or endorsement or sponsorship

of us by, these other parties.

TherapeuticsMD was previously a women’s healthcare company with

a mission of creating and commercializing innovative products to support the lifespan of women from pregnancy prevention through menopause.

In December 2022, we changed our business to become a pharmaceutical royalty company, currently receiving royalties on products licensed

to pharmaceutical organizations that possess commercial capabilities in the relevant territories.

On December 30, 2022 (the “Closing

Date”), we completed a transaction (the “Mayne Transaction”) with Mayne Pharma LLC, a Delaware limited liability company

(“Mayne Pharma”) and subsidiary of Mayne Pharma Group Limited, an Australian public company, in which we and our subsidiaries

(i) granted Mayne Pharma an exclusive license to commercialize our IMVEXXY, BIJUVA and prescription prenatal vitamin products sold under

the BocaGreenMD and vitaMedMD brands (collectively, the “Licensed Products”) in the United States and its possessions and

territories, (ii) assigned to Mayne Pharma our exclusive license to commercialize ANNOVERA® (together with the Licensed Products,

collectively, the “Products”) in the United States and its possessions and territories, and (iii) sold certain other assets

to Mayne Pharma in connection therewith.

In a License Agreement, dated December 4, 2022, between TherapeuticsMD

and Mayne Pharma (the “Mayne License Agreement”), we granted Mayne Pharma, on the Closing Date, (i) an exclusive, sublicensable,

perpetual, irrevocable license to research, develop, register, manufacture, have manufactured, market, sell, use, and commercialize the

Licensed Products in the United States and its possessions and territories and (ii) an exclusive, sublicensable, perpetual, irrevocable

license to manufacture, have manufactured, import and have imported the Licensed Products outside the United States for commercialization

in the United States and its possessions and territories.

Under the Mayne License Agreement, Mayne Pharma will pay us milestone

payments of each of (i) $ 5.0 million if aggregate net sales of all Products in the United States during a calendar year reach $ 100.0

million, (ii) $ 10.0 million if aggregate net sales of all Products in the United States during a calendar year reach $ 200.0 million and

(iii) $ 15.0 million if aggregate net sales of all Products in the United States during a calendar year reach $ 300.0 million.

Mayne Pharma will pay us royalties on net sales of all Products in the United States at a royalty rate of 8.0 % on the first $ 80.0 million

in annual net sales and 7.5 % on annual net sales above $ 80.0 million, subject to certain adjustments, for a period of 20 years following

the Closing Date.

The royalty rate will decrease to 2.0 % on a Product-by-Product basis upon the earlier to occur of (i) the expiration

or revocation of the last patent covering a Product and (ii) a generic version of a Product launching in the United States.

will pay us minimal annual royalties of $ 3.0 million per year for 12 years, adjusted for inflation at an annual rate of 3 %, subject to

certain further adjustments, including as described below.

Upon the expiry of the 20 -year royalty term, the licenses granted to Mayne

Pharma under the Mayne License Agreement will become a fully paid-up and royalty free license for the Licensed Products.

Under the Transaction Agreement, dated December 4, 2022, between TherapeuticsMD

and Mayne Pharma (the “Transaction Agreement”), we sold to Mayne Pharma, at closing, certain assets for Mayne Pharma to commercialize

the Products in the United States, including, with the Population Council’s consent, our exclusive license from the Population

Council to commercialize ANNOVERA (the “Transferred Assets”).

The total consideration from Mayne Pharma to TherapeuticsMD for the

purchase of the Transferred Assets and the grant of the licenses under the Mayne Transaction Agreement was (i) a cash payment of $ 140.0

million at closing, (ii) a cash payment of approximately $ 12.1 million at closing for the acquisition of net working capital as determined

in accordance with the Transaction Agreement and subject to certain adjustments, (iii) a cash payment of approximately $ 1.0 million at

closing for prepaid royalties in connection with the Mayne License Agreement Amendment (as defined below) and (iv) the right to receive

the contingent consideration set forth in the Mayne License Agreement, as amended.

The acquisition of net working capital was determined

in accordance with the Transaction Agreement and included significant estimates which could change materially for a period of up to two

years following the Closing Date.

On the Closing Date, TherapeuticsMD and Mayne Pharma entered into

Amendment No.

1 to the Mayne License Agreement (the “Mayne License Agreement Amendment”).

Pursuant to the Mayne License Agreement

Amendment, Mayne Pharma agreed to pay us approximately $ 1.0 million in prepaid royalties on the Closing Date.

The prepaid royalties reduced

the first four quarterly payments that would have otherwise been payable pursuant to the Mayne License Agreement by an amount equal to

$ 257 thousand per quarterly royalty payment plus interest calculated at 19 % per annum accruing from the Closing Date until the date such

quarterly royalty payment was paid to us.

We and Mayne Pharma settled the $ 1.5 million of consideration due to Mayne Pharma for the assumed

obligations under a long-term services agreement, including our minimum payment obligations thereunder.

As the parties agreed, during

the second quarter of 2023 Mayne Pharma held back our royalty payment of $ 0.6 million and we funded an additional $ 0.9 million in August

2023 to settle the original $ 1.5 million payable.

As part of the transformation that included the Mayne License Agreement,

historical results of commercial operations for all periods prior to the Closing Date have been reflected as discontinued operations

in our condensed consolidated financial statements.

Assets and liabilities associated with the commercial business are classified as

assets and liabilities of discontinued operations in our condensed consolidated balance sheets.

Additional disclosures regarding discontinued

operations are provided in Note 2 of our condensed consolidated financial statements.

We also have license agreements with strategic partners to commercialize

IMVEXXY and BIJUVA outside of the U.S.

July 2018, we entered into a license and supply agreement (the “Knight License Agreement”) with Knight Therapeutics Inc.

(“Knight”) pursuant to which we granted Knight an exclusive license to commercialize IMVEXXY and BIJUVA in Canada and Israel.

Knight obtained regulatory approval for IMVEXXY and BIJUVA and began commercialization efforts in 2024.

September 2019, we entered into an exclusive license and supply agreement (the “Theramex License Agreement”) with Theramex

1 unchanged sentence

Theramex secured regulatory approval for BIJUVA in certain European countries and began commercialization efforts in those countries.

connection with our transformation into a pharmaceutical royalty company, the termination of our executive management team (except for

Marlan Walker, our former General Counsel and current Chief Executive Officer) and all other employees was completed by December

Severance obligations for all employees other than executive officers were paid in full in January 2023 and severance obligations

for terminated executive officers have been paid in accordance with their employment agreements and separation agreements as previously

As of December 31, 2023 and March 31, 2024, we employed one full-time employee primarily engaged in an executive position.

have engaged external consultants who support our relationship with current partners and assist with certain financial, legal, and regulatory

matters and the continued wind-down of our historical business operations.

On August 15, 2023, we entered into a master services agreement

with JZ Advisory Group, pursuant to which Joseph Ziegler would serve as our Principal Financial Officer.

In connection with our transformation into a pharmaceutical royalty

company, the termination of our executive management team (except for Mr.

Marlan Walker, our former General Counsel and current Chief

Executive Officer) and all other employees was completed by December 31, 2022.

Severance obligations for all employees other than executive

officers were paid in full in January 2023 and severance obligations for terminated executive officers have been paid in accordance with

their employment agreements and separation agreements as previously disclosed.

As of December 31, 2023 and June 30, 2024, we employed

one full-time employee primarily engaged in an executive position.

We have engaged external consultants who support our relationship

with current partners and assist with certain financial, legal, and regulatory matters and the continued wind-down of our historical

business operations.

On August 15, 2023, we entered into a master services agreement with JZ Advisory Group, pursuant to which Joseph

Ziegler would serve as our Principal Financial Officer.

On August 17, 2023 Michael C.

Donegan notified us of his decision to resign from the positions of Principal Financial and Accounting Officer of our Company effective

as of August 17, 2023.

Donegan notified us of his decision to resign from

the positions of Principal Financial and Accounting Officer of our Company effective as of August 17, 2023.

Ziegler succeeded Mr.

Donegan as Principal Financial and Accounting Officer as of the date of Mr.

the transaction with Mayne Pharma, our primary source of revenue is from royalties on products licensed to pharmaceutical organizations

that possess commercial capabilities in the relevant territories.

We may need to raise additional capital to provide additional liquidity

to fund our operations until we become cash flow positive.

To address our capital needs, we may pursue various equity and debt financing

and other alternatives.

The equity financing alternatives may include the private placement of equity, equity-linked, or other similar

instruments or obligations with one or more investors, lenders, or other institutional counterparties or an underwritten public equity

or equity-linked securities offering.

Our ability to sell equity securities may be limited by market conditions, including the market

price of our common stock, and our available authorized shares.

the extent that we raise additional capital through the sale of such securities, the ownership interests of our existing stockholders

will be diluted, and the terms of these new securities may include liquidation or other preferences that adversely affect the rights

of our existing stockholders.

If we are not successful in obtaining additional financing, we could be forced to discontinue or curtail

our business operations, sell assets at unfavorable prices, or merge, consolidate, or combine with a company with greater financial resources

in a transaction that might be unfavorable to us.

May 1, 2023, we entered into a Subscription Agreement (the “Subscription Agreement”) with Rubric Capital Management LP (“Rubric”),

pursuant to which we agreed to sell to Rubric, or one or more of its affiliates, up to an aggregate of 5,000,000 shares of our common

stock, par value $ 0.001 per share (our “Common Stock”), from time to time during the term of the Subscription Agreement in

separate draw-downs at our election.

On June 29, 2023, we issued and sold 312,525 shares of Common Stock at a price per share equal to

$ 3.6797 pursuant to the Subscription Agreement.

We received gross proceeds of $ 1.15 million from the draw down, before expenses.

15, 2023, Rubric drew down an additional 877,192 shares of Common Stock at a price per share equal to $ 2.2761 .

Donegan’s resignation.

Going concern

Following the transaction with Mayne Pharma, our primary source of

revenue is from royalties on products licensed to pharmaceutical organizations that possess commercial capabilities in the relevant territories.

We may need to raise additional capital to provide additional liquidity to fund our operations until we become cash flow positive.

address our capital needs, we may pursue various equity and debt financing and other alternatives.

The equity financing alternatives

may include the private placement of equity, equity-linked, or other similar instruments or obligations with one or more investors, lenders,

or other institutional counterparties or an underwritten public equity or equity-linked securities offering.

Our ability to sell equity

securities may be limited by market conditions, including the market price of our common stock, and our available authorized shares.

To the extent that we raise additional capital through the sale of

such securities, the ownership interests of our existing stockholders will be diluted, and the terms of these new securities may include

liquidation or other preferences that adversely affect the rights of our existing stockholders.

If we are not successful in obtaining

additional financing, we could be forced to discontinue or curtail our business operations, sell assets at unfavorable prices, or merge,

consolidate, or combine with a company with greater financial resources in a transaction that might be unfavorable to us.

On May 1, 2023, we entered into a Subscription Agreement (the “Subscription

Agreement”) with Rubric Capital Management LP (“Rubric”), pursuant to which we agreed to sell to Rubric, or one or

more of its affiliates, up to an aggregate of 5,000,000 shares of our common stock, par value $ 0.001 per share (our “Common Stock”),

from time to time during the term of the Subscription Agreement in separate draw-downs at our election.

On June 29, 2023, we issued and

sold 312,525 shares of Common Stock at a price per share equal to $ 3.6797 pursuant to the Subscription Agreement.

We received gross proceeds

of $ 2.0 million from the drawdown, before expenses.

of $ 1.15 million from the draw down, before expenses.

On November 15, 2023, Rubric drew down an additional 877,192 shares of Common Stock

at a price per share equal to $ 2.2761 .

We received gross proceeds of $ 2.0 million from the drawdown, before expenses.

In February 2024, the Company received Mayne

Pharma’s calculation of allowance for payer rebates and wholesale distributor fees pursuant to the Transaction Agreement which differed

significantly from the Company’s estimate of the allowances.

The Company and Mayne Pharma intend to resolve this matter through

the dispute resolution process outlined in the Transaction Agreement.

The Company continues to believe its estimated allowances for payer

rebates and wholesale distributor fees are reasonable.

Pharma’s calculation of allowance for payer rebates and wholesale distributor fees pursuant to the Transaction Agreement which

differed significantly from the Company’s estimate of the allowances.

The Company and Mayne Pharma intend to resolve this matter

through the dispute resolution process outlined in the Transaction Agreement.

The Company continues to believe its estimated allowances

for payer rebates and wholesale distributor fees are reasonable.

The outcome of this matter is uncertain at this point.

As a result, the Company

cannot reasonably estimate a range of loss, and accordingly, the Company has not accrued any additional liability associated with Mayne

Pharma’s allowance calculation for payer rebates and wholesale distributor fees.

of March 31, 2024, the Company believes no additional accrual is required for amounts that may be owed for the allowance for returns

under the Transaction Agreement.

The Company has not recorded any contingent gains or receivables for any such allowances.

continues to monitor the unresolved and pending net working capital items as changes to estimated amounts owed or amounts due from Mayne

Pharma may be material.

Mayne Pharma’s sales of Licensed Products grow more slowly than expected or decline, if the net working capital settlement with

Mayne Pharma under the Transaction Agreement is greater than our current estimates, if we are unsuccessful with future financings or

the supply chains related to the third-party contract manufacturers are worse than we anticipate, our existing cash reserves may be insufficient

to satisfy our liquidity requirements.

The potential impact of these factors in conjunction with the uncertainty of the capital markets

raises substantial doubt about our ability to continue as a going concern for the next twelve months from the issuance of these financial

accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as

a going concern.

of presentation

prepared the condensed consolidated financial statements included in this 10-Q Report following the requirements of the United States

(“U.S.”) Securities and Exchange Commission (“SEC”) for interim reporting.

As permitted under those rules, certain

notes or other financial information that are normally required by accounting principles generally accepted in the U.S.

the Company cannot reasonably estimate a range of loss, and accordingly, the Company has not accrued any additional liability associated

with Mayne Pharma’s allowance calculation for payer rebates and wholesale distributor fees.

As of June 30, 2024, the Company believes

no additional accrual is required for amounts that may be owed for the allowance for returns under the Transaction Agreement.

has not recorded any contingent gains or receivables for any such allowances.

Management continues to monitor the unresolved and pending

net working capital items as changes to estimated amounts owed or amounts due from Mayne Pharma may be material.

If Mayne Pharma’s sales of Licensed

Products grow more slowly than expected or decline, if the net working capital settlement with Mayne Pharma under the Transaction Agreement

is greater than our current estimates, if we are unsuccessful with future financings or the supply chains related to the third-party

contract manufacturers are worse than we anticipate, our existing cash reserves may be insufficient to satisfy our liquidity requirements.

The potential impact of these factors in conjunction with the uncertainty of the capital markets raises substantial doubt about our ability

to continue as a going concern for the next twelve months from the issuance of these financial statements.

The accompanying consolidated financial statements

do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Basis of presentation

We prepared the condensed consolidated financial statements included

in this 10-Q Report following the requirements of the United States (“U.S.”) Securities and Exchange Commission (“SEC”)

for interim reporting.

As permitted under those rules, certain notes or other financial information that are normally required by accounting

principles generally accepted in the U.S.

GAAP”) for complete financial statements can be condensed or omitted.

However, except as disclosed herein, there has been no material

change in the information disclosed in the notes included in our 2023 Annual Report on Form 10-K (the “2023 10-K Report”).

part of the transformation as a result of the Mayne Transaction, historical results of commercial operations for all periods prior to

the Closing Date have been reflected as discontinued operations in the condensed consolidated financial statements.

Assets and liabilities

associated with the commercial business are classified as assets and liabilities of discontinued operations in the condensed consolidated

balance sheets.

Additional disclosures regarding discontinued operations are provided in Note 2 of the condensed consolidated financial

expenses, assets, liabilities, and equities can vary during each quarter of the year.

Therefore, the results and trends in these interim

financial statements may not be representative of those for the full year.

In our opinion, all adjustments necessary for a fair presentation

of the financial statements, which are of a normal and recurring nature, have been made for the interim periods reported.

The information

included in this 10-Q Report should be read in conjunction with the consolidated financial statements and accompanying notes included

in our 2023 10-K Report.

Certain amounts in the consolidated financial statements and accompanying notes may not add due to rounding,

and all percentages have been calculated using unrounded amounts.

Certain prior period amounts have been reclassified to conform to current-period

presentation.

accounting standards

of new accounting standards

December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, “Income Taxes (Topic 740) - Improvements

to Income Tax Disclosures.” ASU 2023-09 enhances the transparency and decision usefulness of income tax disclosures by requiring

consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction.

ASU 2023-09 will be effective for the Company in its income tax disclosure included in its 2025 Annual Report on Form 10-K and will be

applied on a prospective basis.

However, retrospective application is permitted.

except as disclosed herein, there has been no material change in the information disclosed in the notes included in our 2023 Annual Report

on Form 10-K (the “2023 10-K Report”).

As part of the transformation as a result of the Mayne Transaction,

historical results of commercial operations for all periods prior to the Closing Date have been reflected as discontinued operations

in the condensed consolidated financial statements.

Assets and liabilities associated with the commercial business are classified as

assets and liabilities of discontinued operations in the condensed consolidated balance sheets.

Additional disclosures regarding discontinued

operations are provided in Note 2 of the condensed consolidated financial statements.

Revenues, expenses, assets, liabilities, and equities can vary during

each quarter of the year.

Therefore, the results and trends in these interim financial statements may not be representative of those

for the full year.

In our opinion, all adjustments necessary for a fair presentation of the financial statements, which are of a normal

and recurring nature, have been made for the interim periods reported.

The information included in this 10-Q Report should be read in

conjunction with the consolidated financial statements and accompanying notes included in our 2023 10-K Report.

Certain amounts in the

consolidated financial statements and accompanying notes may not add due to rounding, and all percentages have been calculated using

unrounded amounts.

Certain prior period amounts have been reclassified to conform to current-period presentation.

New accounting standards

Adoption of new accounting standards

In December 2023, the Financial Accounting Standards Board (“FASB”)

issued ASU 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosures.” ASU 2023-09 enhances the transparency

and decision usefulness of income tax disclosures by requiring consistent categories and greater disaggregation of information in the

rate reconciliation and income taxes paid disaggregated by jurisdiction.

ASU 2023-09 will be effective for the Company in its income

tax disclosure included in its 2025 Annual Report on Form 10-K and will be applied on a prospective basis.

However, retrospective application

is permitted.

Early adoption is also permitted.

The Company is evaluating

the impact of ASU 2023-09 on the Company’s income tax disclosures and on its consolidated financial statements.

of authorized shares

June 26, 2023, at our combined 2022 and 2023 Annual Meeting, our stockholders approved an amendment to our Amended and Restated Articles

of Incorporation to increase the number of authorized shares of Common Stock from 12 million shares to 32 million shares.

and assumptions

preparation of our condensed consolidated financial statements in conformity with U.S.

GAAP requires us to make certain estimates

and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the

date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting

We evaluate our estimates and assumptions based on historical experience and on various other assumptions that are believed

to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities that

are not readily apparent from other sources.

Actual results may differ, at times in material amounts, from these estimates under

different assumptions or conditions.

The Company is evaluating the impact of ASU 2023-09 on the Company’s income tax

disclosures and on its consolidated financial statements.

Estimates and assumptions

The preparation of our condensed consolidated financial statements

in conformity with U.S.

GAAP requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities,

disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts

of revenue and expenses during the reporting periods.

We evaluate our estimates and assumptions based on historical experience and on

various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying

values of assets and liabilities that are not readily apparent from other sources.

Actual results may differ, at times in material amounts,

from these estimates under different assumptions or conditions.

Significant accounting policies

The significant accounting policies

we use for quarterly financial reporting are disclosed in Note 1 of the notes to the consolidated financial statements included in our

2023 10-K report.

Discontinued Operations

As discussed in Note 1, we changed

our business in 2022 by licensing our products to receive royalties and future sales related milestone payments, after granting an exclusive

license to commercialize our IMVEXXY, BIJUVA, and prescription prenatal vitamin products sold under the BocaGreenMD and vitaMedMD brands

in the United States and assigning our exclusive license to commercialize ANNOVERA to Mayne Pharma.

This plan represented a strategic

shift having a major effect on our operations and financial results.

Upon our conversion from a commercial pharmaceutical company to a

licensing only company with the consummation of the Mayne Transaction, we classified all direct revenues, costs and expenses related to

commercial operations, within income (loss) from discontinued operations, net of tax, in the condensed consolidated statements of operations for all periods presented.

We have not allocated any amounts for shared general and administrative operating support expense to

The significant accounting policies we use for quarterly financial

reporting are disclosed in Note 1 of the notes to the consolidated financial statements included in our 2023 10-K report.

Discontinued Operations

Additionally, the related assets

and liabilities have been reported as assets and liabilities of discontinued operations in our condensed consolidated balance sheets as

of March 31, 2024 and December 31, 2023.

As described in Note 1, the acquisition

of net working capital by Mayne Pharma was determined in accordance with the Transaction Agreement and included significant estimates

which could change materially for a period of up to two years following the Closing Date.

Our estimate of net working capital at closing

was determined in accordance with the Transaction Agreement which establishes the process for the determination of final net working capital.

Refer to Note 6 for a further discussion of net working capital contingencies.

The following table presents

results of discontinued operations (in thousands):

As discussed in Note 1, we changed our business in 2022 by licensing

our products to receive royalties and future sales related milestone payments, after granting an exclusive license to commercialize our

IMVEXXY, BIJUVA, and prescription prenatal vitamin products sold under the BocaGreenMD and vitaMedMD brands in the United States and

assigning our exclusive license to commercialize ANNOVERA to Mayne Pharma.

This plan represented a strategic shift having a major effect on our

operations and financial results.

Upon our conversion from a commercial pharmaceutical company to a licensing only company with the consummation

of the Mayne Transaction, we classified all direct revenues, costs and expenses related to commercial operations, within income (loss)

from discontinued operations, net of tax, in the condensed consolidated statements of operations for all periods presented.

allocated any amounts for shared general and administrative operating support expense to discontinued operations.

Additionally, the related assets and liabilities have been reported

as assets and liabilities of discontinued operations in our condensed consolidated balance sheets as of June 30, 2024 and December 31,

As described in Note 1, the acquisition of net working capital by

Mayne Pharma was determined in accordance with the Transaction Agreement and included significant estimates which could change materially

for a period of up to two years following the Closing Date.

Our estimate of net working capital at closing was determined in accordance

with the Transaction Agreement which establishes the process for the determination of final net working capital.

Refer to Note 6 for

a further discussion of net working capital contingencies.

The following table presents results of discontinued operations (in

Three Months Ended

Six Months Ended

General and administrative expenses

3 unchanged sentences

Total other income (expense), net

Income (loss) from discontinued operations, net

The following table presents

the carrying amounts of the classes of assets and liabilities of discontinued operations as of March 31, 2024 and December 31, 2023 (in

(Loss) income from discontinued operations, net

The following table presents the carrying amounts of the classes of

assets and liabilities of discontinued operations as of June 30, 2024 and December 31, 2023 (in thousands):

Accounts receivable

Accrued expenses and other current liabilities

Prepaid and other current

Our prepaid and other current

assets consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands):

Prepaid and other current assets

Our prepaid and other current assets consisted of the following as

of June 30, 2024 and December 31, 2023 (in thousands):

December 31, 2023

Capitalized legal

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Licensed rights and other intangible assets

The following provides information

about our license rights and other intangible assets, net as of March 31, 2024 and December 31, 2023 (in thousands):

March 31, 2024

The following provides information about our license rights and other

intangible assets, net as of June 30, 2024 and December 31, 2023 (in thousands):

June 30, 2024

December 31, 2023

Gross Carrying

Gross Carrying Amount

Accumulated Amortization

Gross Carrying Amount

Accumulated Amortization

Intangible assets subject to amortization:

Hormone therapy drug patents

Hormone therapy drug patents applied and pending approval

Hormone therapy drug patents applied

and pending approval

Intangible assets subject to amortization

2 unchanged sentences

License rights and other intangible assets, net

We recorded, in continuing operations,

amortization expense related to patents of $ 133 thousand and $ 7 thousand for the three months ended March 31, 2024 and 2023, respectively.

Our intangible assets subject

to amortization are expected to be amortized as follows (in thousands):

We recorded, in continuing operations, amortization expense related

to patents of $ 180 thousand and $ 19 thousand for the three months ended June 30, 2024 and 2023, respectively, and $ 313 thousand and $ 39

thousand for the six months ended June 30, 2024 and 2023, respectively.

The Company conducts regular reviews of the individual patents and

As a result of this review, also based on input from its licensing partners, for the six months ended June 30, 2024, the Company

determined it had an indicator of impairment, as it had abandoned the legal right and title to a portion of its granted patent portfolio

and had ceased pursuit of a portion of its pending patents based on input from its licensing partners.

The Company recognized an impairment

loss of $ 1,261 thousand related to those abandoned patents and applications, which is classified as an impairment of long-lived assets

on the Company’s consolidated statements of operations.

Our intangible assets subject to amortization are expected to be amortized

as follows (in thousands):

Year ending December 31,

Accrued expenses and other

current liabilities

Other accrued expenses and other

current liabilities consisted of the following (in thousands):

Accrued expenses and other current liabilities

Other accrued expenses and other current liabilities consisted of

the following (in thousands):

Payroll and related costs

16 unchanged sentences

distributor fees.

Of the $ 5.5 million, $ 2.0 million increased the allowance for net working capital allowances remaining to be trued up.

Of the $ 5.5 million, $ 2.0 million increased the allowance for net working capital allowances remaining to be trued

The Company’s estimate of the allowance for payer rebates and

11 unchanged sentences

Pharma’s allowance calculation for payer rebates and wholesale distributor fees.

As of March 31, 2024, the Company believes no additional accrual is

As of June 30, 2024, the Company believes no additional accrual is

required for amounts that may be owed for the allowance for returns.

3 unchanged sentences

amounts owed or amounts due from Mayne Pharma that may be material.

Population Council License

Under the terms of our license

agreement with the Population Council, Inc.

(the “Population Council License Agreement”), we paid the Population Council a

milestone payment of $ 20.0 million in 2018, which was within 30 days following the approval by the FDA of the New Drug Application (“NDA”)

for ANNOVERA, and $ 20.0 million in 2019 following the first commercial batch release of ANNOVERA.

The aggregate $ 40.0 million of milestone

payments were recorded as license rights.

The Population Council was also eligible to receive future payments upon the achievement of

certain commercial sales milestones of ANNOVERA.

On December 30, 2022, we assigned the ANNOVERA license to Mayne Pharma.

Our rights and

obligations under the Population Council License Agreement have been transferred to Mayne Pharma and may revert back to us upon the occurrence

of certain events.

Legal proceedings

In February 2020, we received

a Paragraph IV certification notice letter (the “IMVEXXY Notice Letter”) regarding an Abbreviated New Drug Application (“ANDA”)

submitted to the FDA by Teva Pharmaceuticals USA, Inc.

The ANDA seeks approval from the FDA to commercially manufacture,

use, or sell a generic version of the 4 mcg and 10 mcg doses of IMVEXXY.

In the IMVEXXY Notice Letter, Teva alleges that TherapeuticsMD

patents listed in the FDA’s Orange Book that claim compositions and methods of IMVEXXY (the “IMVEXXY Patents”) are invalid,

In February 2020, we received a Paragraph IV certification notice

letter (the “IMVEXXY Notice Letter”) regarding an Abbreviated New Drug Application (“ANDA”) submitted to the

FDA by Teva Pharmaceuticals USA, Inc.

The ANDA seeks approval from the FDA to commercially manufacture, use, or

sell a generic version of the 4 mcg and 10 mcg doses of IMVEXXY.

In the IMVEXXY Notice Letter, Teva alleges that TherapeuticsMD patents

listed in the FDA’s Orange Book that claim compositions and methods of IMVEXXY (the “IMVEXXY Patents”) are invalid,

unenforceable, and/or will not be infringed by Teva’s commercial manufacture, use, or sale of its proposed generic drug product.

6 unchanged sentences

answer and counterclaim to the complaint, alleging that the IMVEXXY Patents are invalid and not infringed.

In July 2021, following a proposal

by Teva, the District Court entered an order temporarily staying all proceedings in the IMVEXXY litigation, which order was filed under

In September 2021, the District Court made available a public version of the order following the parties’ agreement to a consent

motion to redact information Teva contended was confidential.

The order provides that the statutory stay that prevents the FDA from granting

final approval of the ANDA for 30 months from the date of the IMVEXXY Notice Letter will be extended for the number of days that the stay

of the IMVEXXY litigation is in place.

The length of the stay of the IMVEXXY litigation is dependent on further action by Teva.

incurred and recorded legal costs amounting to $ 2,334 thousand in prepaid expenses and other current assets as of March 31, 2024, for

the IMVEXXY Paragraph IV legal proceeding since we believe that we will successfully prevail in this legal proceeding.

Upon the successful

conclusion of the legal proceeding, the related capitalized legal costs will be reclassified to patents, in license rights and other intangible

assets, net, in the accompanying condensed consolidated balance sheets, and such costs will be amortized over the remaining useful life

of the patents.

If we are unsuccessful in this legal proceeding, then the related capitalized legal costs for this legal preceding and

any unamortized IMVEXXY patent costs that were previously capitalized will be immediately expensed in the period in which we become aware

of an unsuccessful legal proceeding.

Beginning on December 30, 2022

and per the Mayne License Agreement, Mayne Pharma is responsible for all enforcement of our patents, including the litigation discussed

above with respect to Teva.

From time to time, we are involved

in other litigations and proceedings in the ordinary course of business.

We are currently not involved in any other litigations and proceedings

that we believe would have a material effect on our condensed consolidated financial condition, results of operations, or cash flows.

In July 2021, following a

proposal by Teva, the District Court entered an order temporarily staying all proceedings in the IMVEXXY litigation, which order was

filed under seal.

In September 2021, the District Court made available a public version of the order following the parties’ agreement

to a consent motion to redact information Teva contended was confidential.

The order provides that the statutory stay that prevents the

FDA from granting final approval of the ANDA for 30 months from the date of the IMVEXXY Notice Letter will be extended for the number

of days that the stay of the IMVEXXY litigation is in place.

The length of the stay of the IMVEXXY litigation is dependent on further

action by Teva.

We have incurred and recorded legal costs amounting to $ 2,334 thousand in prepaid expenses and other current assets as

of June 30, 2024, for the IMVEXXY Paragraph IV legal proceeding since we believe that we will successfully prevail in this legal proceeding.

Upon the successful conclusion of the legal proceeding, the related capitalized legal costs will be reclassified to patents, in license

rights and other intangible assets, net, in the accompanying condensed consolidated balance sheets, and such costs will be amortized

over the remaining useful life of the patents.

If we are unsuccessful in this legal proceeding, then the related capitalized legal costs

for this legal preceding and any unamortized IMVEXXY patent costs that were previously capitalized will be immediately expensed in the

period in which we become aware of an unsuccessful legal proceeding.

In June 2024, Mayne received a Paragraph IV certification notice letter

(the “Sun Notice Letter”) regarding an ANDA submitted to the FDA by Sun Pharma Inc.

(“Sun Pharma”).

The ANDA seeks

approval from the FDA to commercially manufacture, use, or sell a generic version of the 4 mcg and 10 mcg doses of IMVEXXY.

Notice Letter, Sun Pharma alleges that the IMVEXXY Patents are invalid, unenforceable, and/or will not be infringed by Sun Pharma’s

commercial manufacture, use, or sale of its proposed generic drug product.

The IMVEXXY Patents identified in the Sun Notice Letter expire

in 2032 or 2033.

In July 2024, we and Mayne Pharma filed a complaint for patent infringement against Sun Pharma in the United States District

Court for the District of New Jersey arising from Sun Pharma’s ANDA filing with the FDA.

We are seeking, among other relief, an

order that the effective date of any FDA approval of Sun Pharma’s ANDA would be a date no earlier than the expiration of the IMVEXXY

Patents and equitable relief enjoining Sun Pharma from infringing the IMVEXXY Patents.

Beginning on December 30, 2022 and per the Mayne License Agreement,

Mayne Pharma is responsible for all enforcement of our patents, including the responsibility for and costs of litigation discussed above

with respect to Teva and Sun Pharma.

From time to time, we are involved in other litigations and proceedings

in the ordinary course of business.

We are currently not involved in any other litigations and proceedings that we believe would have

a material effect on our condensed consolidated financial condition, results of operations, or cash flows.

Off-balance sheet arrangements

As of March 31, 2024 and December

31, 2023 there were no off-balance sheet arrangements that have had or are reasonably likely to have current or future effects on our

financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital

resources that we consider material.

As of June 30, 2024 and December 31, 2023 there were no off-balance

sheet arrangements that have had or are reasonably likely to have current or future effects on our financial condition, changes in financial

condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that we consider material.

Employment agreements

In connection with our transformation

into a pharmaceutical royalty company, the termination of our executive management team (except for Mr.

Marlan Walker, our former General

Counsel and current Chief Executive Officer) and all other employees was completed by December 30, 2022.

Severance obligations for all

employees other than executive officers were paid in full in the first quarter of 2023.

As of March 31, 2024, we employ one full-time

employee primarily engaged in an executive position.

We have engaged external consultants who support our relationship with current partners

and assist with certain financial, legal, and regulatory matters and the continued wind-down of our historical business operations.

the aggregate, as of March 31, 2024, we have accrued severance liabilities for executive termination obligations of $ 169 thousand.

In connection with our transformation into a pharmaceutical royalty

company, the termination of our executive management team (except for Mr.

Marlan Walker, our former General Counsel and current Chief

Executive Officer) and all other employees was completed by December 30, 2022.

Severance obligations for all employees other than executive

officers were paid in full in the first quarter of 2023.

As of June 30, 2024, we employ one full-time employee primarily engaged in an

executive position.

We have engaged external consultants who support our relationship with current partners and assist with certain financial,

legal, and regulatory matters and the continued wind-down of our historical business operations.

In the aggregate, as of June 30, 2024,

we have accrued severance liabilities for executive termination obligations of $ 112 thousand.

Stockholders’ equity

As of March 31, 2024, the following

table summarizes the status of our outstanding and exercisable warrants and related transactions since December 31, 2023 (in thousands,

except weighted average exercise price and weighted average remaining contractual life data):

As of June 30, 2024, the following table summarizes the status of

our outstanding and exercisable warrants and related transactions since December 31, 2023 (in thousands, except weighted average exercise

price and weighted average remaining contractual life data):

Warrants Outstanding and exercisable

Average Exercise

Contractual Life

Warrants Weighted Average

Price Aggregate

Value Weighted Average Remaining Contractual Life (in Years)

As of January 1, 2024 99 $ 66.61 $ —

As of March 31, 2024

Share-based compensation payment

As of March 31, 2024, 112,699 shares

of common stock were subject to outstanding awards under our share-based payment award plans and inducement grants (calculated using

the base number of PSUs that may vest).

As of March 31, 2024, 394,669 shares of common stock were available for future grants of share-based

payment awards under the TherapeuticsMD, Inc.

Expired ( 2 ) 281.50 —

As of June 30, 2024 97 $ 63.33 $ —

Share-based compensation payment plans

As of June 30, 2024, 106,799 shares of common stock were subject to

outstanding awards under our share-based payment award plans and inducement grants (calculated using the base number of PSUs that may

As of June 30, 2024, 403,369 shares of common stock were available for future grants of share-based payment awards under the TherapeuticsMD,

2019 Stock Incentive Plan.

The following table summarizes

the status of our outstanding and exercisable options and related transactions since December 31, 2023 (in thousands, except weighted

average exercise price and weighted average remaining contractual life data):

The following table summarizes the status of our outstanding and exercisable

options and related transactions since December 31, 2023 (in thousands, except weighted average exercise price and weighted average remaining

contractual life data):

Outstanding Exercisable

Awards Weighted

Price Aggregate

Value Weighted

(in Years) Options

Awards Weighted

Price Aggregate

Value Weighted

As of January 1, 2024 72 $ 258.55 —

As of March 31, 2024

The following table summarizes

the status of our RSUs and related transactions since December 31, 2023 (in thousands, except weighted average grant date fair value):

3.0 73 $ 258.46 —

Expired ( 9 ) 217.57 — — — — — —

As of June 30, 2024 63 $ 264.14 —

2.9 64 $ 264.02 —

The following table summarizes the status of our RSUs and related

transactions since December 31, 2023 (in thousands, except weighted average grant date fair value):

RSUs awards outstanding

As of January 1, 2024

As of March 31, 2024

The following table summarizes

the status of our PSUs and related transactions since December 31, 2023 (in thousands, except weighted average grant date fair value):

As of June 30, 2024

The following table summarizes the status of our PSUs and related

transactions since December 31, 2023 (in thousands, except weighted average grant date fair value):

Unvested, as of January 1, 2024

Cancelled/Forfeited

Unvested, as of March 31, 2024

(1) The number of PSUs represents the base number of PSUs that may vest.

Share-based payment compensation

expense for PSUs is based on 100 % vesting which was a part of the termination benefits for all employees who were terminated in 2022.

We recorded share-based payment award compensation costs related to previously issued options, RSU and PSUs, as well as shares of common

stock issued under our employee stock purchase plan (“ESPP”) totaling $ 111 thousand and $ 483 thousand for the three months

ended March 31, 2024 and 2023, respectively.

As of March 31, 2024, we had $ 177 thousand of unrecognized share-based

Unvested, as of June 30, 2024

number of PSUs represents the base number of PSUs that may vest.

Share-based payment compensation cost

Share-based payment compensation expense for PSUs is based on 100 %

vesting which was a part of the termination benefits for all employees who were terminated in 2022.

We recorded share-based payment award

compensation costs related to previously issued options, RSU and PSUs, as well as shares of common stock issued under our employee stock

purchase plan (“ESPP”) totaling $ 96 thousand and $ 437 thousand for the three months ended June 30, 2024 and 2023, respectively,

and $ 207 thousand and $ 919 thousand for the six months ended June 30, 2024 and 2023, respectively.

As of June 30, 2024, we had $ 81 thousand of unrecognized share-based

payment award compensation cost related to unvested options, RSUs and PSUs as well as shares issuable under our ESPP, which may be adjusted

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No tax benefit was realized due to a continued pattern of net losses.

The unrecognized compensation

cost as of March 31, 2024 of $ 177 thousand is expected to be recognized as share-based payment award compensation over a weighted average

period of 0.7 years.

Pursuant to the Mayne License

Agreement, the Company granted Mayne Pharma, on the Closing Date, (i) an exclusive, sublicensable, perpetual, irrevocable license to research,

develop, register, manufacture, have manufactured, market, sell, use, and commercialize the Licensed Products in the United States and

its possessions and territories and (ii) an exclusive, sublicensable, perpetual, irrevocable license to manufacture, have manufactured,

import and have imported the Licensed Products outside the United States for commercialization in the United States and its possessions

and territories.

Pursuant to the Mayne License

Agreement, Mayne Pharma will make one-time, milestone payments to the Company of each of (i) $ 5.0 million if aggregate net sales of all

Products in the United States during a calendar year reach $ 100.0 million, (ii) $ 10.0 million if aggregate net sales of all Products in

the United States during a calendar year reach $ 200.0 million and (iii) $ 15.0 million if aggregate net sales of all Products in the United

States during a calendar year reach $ 300.0 million.

Further, Mayne Pharma will pay to the Company royalties on net sales of all Products

in the United States at a royalty rate of 8.0 % on the first $ 80 million in annual net sales and 7.5 % on annual net sales above $ 80.0 million,

subject to certain adjustments, for a period of 20 years following the Closing Date.

The royalty rate will decrease to 2.0 % on a Product-by-Product

basis upon the earlier to occur of (i) the expiration or revocation of the last patent covering a Product and (ii) a generic version of

a Product launching in the United States.

Mayne Pharma will pay to the Company minimal annual royalties of $ 3.0 million per year for 12

years, adjusted for inflation at an annual rate of 3 %, subject to certain further adjustments, including as described below.

expiry of the 20 -year royalty term, the licenses granted to Mayne Pharma under the Mayne License Agreement will become a fully paid-up

and royalty free license for the Licensed Products.

We do not expect to pay any significant

federal or state income taxes as a result of (i) the losses recorded during the three months ended March 31, 2024 and 2023, (ii) additional

losses expected for the remainder of 2024 or losses recorded in 2023, or (iii) net operating losses carry forwards from prior years.

We recorded a full valuation

allowance of the net operating losses for the three months ended March 31, 2024 and 2023.

Accordingly, there were no provisions for income

taxes for the three months ended March 31, 2024 and 2023.

Additionally, as of March 31, 2024 and December 31, 2023, we maintain a full

valuation allowance for all deferred tax assets.

Income (Loss) per common

The following table sets forth

the computation of basic and diluted (loss) per common share for the periods presented (in thousands, except per share amounts):

The unrecognized compensation cost of $ 81 thousand is expected

to be recognized as share-based payment award compensation over a weighted average period of 0.7 years.

Pursuant to the Mayne License Agreement, the Company granted Mayne

Pharma, on the Closing Date, (i) an exclusive, sublicensable, perpetual, irrevocable license to research, develop, register, manufacture,

have manufactured, market, sell, use, and commercialize the Licensed Products in the United States and its possessions and territories

and (ii) an exclusive, sublicensable, perpetual, irrevocable license to manufacture, have manufactured, import and have imported the

Licensed Products outside the United States for commercialization in the United States and its possessions and territories.

Pursuant to the Mayne License Agreement, Mayne Pharma will make one-time,

milestone payments to the Company of each of (i) $ 5.0 million if aggregate net sales of all Products in the United States during a calendar

year reach $ 100.0 million, (ii) $ 10.0 million if aggregate net sales of all Products in the United States during a calendar year reach

$ 200.0 million and (iii) $ 15.0 million if aggregate net sales of all Products in the United States during a calendar year reach $ 300.0

Further, Mayne Pharma will pay to the Company royalties on net sales of all Products in the United States at a royalty rate

of 8.0 % on the first $ 80 million in annual net sales and 7.5 % on annual net sales above $ 80.0 million, subject to certain adjustments,

for a period of 20 years following the Closing Date.

The royalty rate will decrease to 2.0 % on a Product-by-Product basis upon the earlier

to occur of (i) the expiration or revocation of the last patent covering a Product and (ii) a generic version of a Product launching

in the United States.

Mayne Pharma will pay to the Company minimal annual royalties of $ 3.0 million per year for 12 years, adjusted for

inflation at an annual rate of 3 %, subject to certain further adjustments, including as described below.

Upon the expiry of the 20 -year

royalty term, the licenses granted to Mayne Pharma under the Mayne License Agreement will become a fully paid-up and royalty free license

for the Licensed Products.

We do not expect to pay any significant federal or state income taxes

as a result of (i) the losses recorded during the three and six months ended June 30, 2024 and 2023, (ii) additional losses expected

for the remainder of 2024 or losses recorded in 2023, or (iii) net operating losses carry forwards from prior years.

We recorded a full valuation allowance of the net operating losses

for the three and six months ended June 30, 2024 and 2023.

Accordingly, there were no provisions for income taxes for the three and six

months ended June 30, 2024 and 2023.

Additionally, as of June 30, 2024 and December 31, 2023, we maintain a full valuation allowance

for all deferred tax assets.

Income (Loss) per common share

The following table sets forth the computation of basic and diluted

(loss) per common share for the periods presented (in thousands, except per share amounts):

Three Months Ended

Net loss from continuing operations

Income (loss) from discontinued operations, net of income taxes

Six Months Ended

Loss from continuing operations, net of income taxes

(Loss) income from discontinued operations, net of income taxes

Weighted average common shares for basic loss per common share

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Weighted average common shares for diluted loss per common share

Income (loss) per common share, continuing operations

Income (loss) per common share, discontinued operations

Since we reported a net loss

from continuing operations for the three months ended March 31, 2024 and 2023, our potentially dilutive securities are deemed to be anti-dilutive,

accordingly, there was no effect of dilutive securities.

Therefore, our basic and diluted loss per common share and our basic and diluted

weighted average common shares are the same for the three months ended March 31, 2024 and 2023.

The following table sets forth

the outstanding securities as of the periods presented which were not included in the calculation of diluted earnings per common share

during the respective three months ended March 31, 2024 and 2023 (in thousands):

As of March 31,

Loss per common share, continuing operations

Loss per common share, discontinued operations

Since we reported a net loss from continuing operations for the three

and six months ended June 30, 2024 and 2023, our potentially dilutive securities are deemed to be anti-dilutive, accordingly, there was

no effect of dilutive securities.

Therefore, our basic and diluted loss per common share and our basic and diluted weighted average common

shares are the same for the three and six months ended June 30, 2024 and 2023.

The following table sets forth the outstanding securities as of the

periods presented which were not included in the calculation of diluted earnings per common share during the respective three and six

months ended June 30, 2024 and 2023 (in thousands):

Stock options

Related parties

On August 23, 2022, we appointed

Justin Roberts as a director to fill a newly created vacancy on our Board of Directors.

Roberts was elected to serve as a director

at our combined 2022 and 2023 Annual Meeting held on June 26, 2023.

Roberts will serve until our next Annual Meeting of Stockholders

or until his successor is duly elected or appointed or his earlier death or resignation.

On August 23, 2022, we appointed Mr.

Justin Roberts as a director

to fill a newly created vacancy on our Board of Directors.

Roberts was elected to serve as a director at our combined 2022 and 2023

Annual Meeting held on June 26, 2023.

Roberts will serve until our next Annual Meeting of Stockholders or until his successor is

duly elected or appointed or his earlier death or resignation.

As a director of our Company, Mr.

entitled to receive compensation in the same manner as our other non-employee directors, described in the section entitled “Director

Compensation” in our Amendment No.

1 to Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange

Commission on April 29, 2024, but he has elected not to receive any compensation for his service as a non-employee director at this time.

Roberts currently serves as a Partner of Rubric.

On July 29, 2022, September 30, 2022, October 28, 2022, and May 1, 2023, we entered

into subscription agreements with Rubric.

On December 30, 2022, in accordance with the terms of the Certificate of Designation, we redeemed

all 29,000 outstanding shares of Series A Preferred Stock previously issued to affiliates of Rubric at a purchase price of $ 1,333 per

share and also paid certain affiliates of Rubric approximately $ 3.0 million as a make-whole payment pursuant to the subscription agreements

previously entered into between us and Rubric.

On June 29, 2023, we issued and sold 312,525 shares of Common Stock to Rubric at a price

per share equal to $ 3.6797 pursuant to the Subscription Agreement and received gross proceeds of $ 1.15 million, before expenses.

Roberts is entitled to receive compensation

in the same manner as our other non-employee directors, described in the section entitled “Director Compensation” in our

Amendment No.

1 to Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission on April

29, 2024, but he has elected not to receive any compensation for his service as a non-employee director at this time.

Roberts currently

serves as a Partner of Rubric.

On July 29, 2022, September 30, 2022, October 28, 2022, and May 1, 2023, we entered into subscription

agreements with Rubric.

On December 30, 2022, in accordance with the terms of the Certificate of Designation, we redeemed all 29,000

outstanding shares of Series A Preferred Stock previously issued to affiliates of Rubric at a purchase price of $ 1,333 per share and

also paid certain affiliates of Rubric approximately $ 3.0 million as a make-whole payment pursuant to the subscription agreements previously

entered into between us and Rubric.

On June 29, 2023, we issued and sold 312,525 shares of Common Stock to Rubric at a price per share

equal to $ 3.6797 pursuant to the Subscription Agreement and received gross proceeds of $ 1.15 million, before expenses.

On November 15,

2023 Rubric drew down an additional 877,192 shares of Common Stock at a price per share equal to $ 2.2761 .

2 unchanged sentences

Business concentrations

TherapeuticsMD was previously

a women’s healthcare company with a mission of creating and commercializing innovative products to support the lifespan of women

from pregnancy prevention through menopause.

In December 2022, we changed our business to become a pharmaceutical royalty company, currently

receiving royalties on products licensed to pharmaceutical organizations that possess commercial capabilities in the relevant territories.

As part of the transformation that included the Mayne License Agreement, historical results of commercial operations for all periods prior

to the Closing Date have been reflected as discontinued operations in our condensed consolidated financial statements.

Assets and liabilities

associated with the commercial business are classified as assets and liabilities of discontinued operations in our condensed consolidated

balance sheets.

Additional disclosures regarding discontinued operations are provided in Note 2.

For the three months ended March

31, 2024, 100 % of license revenue related to Mayne Pharma, Theramex and Knight.

As of March 31, 2024, we had

a royalty receivable of $ 3,222 thousand relating to the short-term portion of receivable from Mayne Pharma, Theramex and Knight and $ 17,855

thousand relating to the long-term portion of royalty receivable which includes royalties recognized from the minimum annual royalty that

Mayne Pharma is obligated to pay to us under the Mayne License Agreement.

TherapeuticsMD was previously a women’s healthcare company with

a mission of creating and commercializing innovative products to support the lifespan of women from pregnancy prevention through menopause.

In December 2022, we changed our business to become a pharmaceutical royalty company, currently receiving royalties on products licensed

to pharmaceutical organizations that possess commercial capabilities in the relevant territories.

As part of the transformation that

included the Mayne License Agreement, historical results of commercial operations for all periods prior to the Closing Date have been

reflected as discontinued operations in our condensed consolidated financial statements.

Assets and liabilities associated with the commercial

business are classified as assets and liabilities of discontinued operations in our condensed consolidated balance sheets.

disclosures regarding discontinued operations are provided in Note 2.

For the three and six months ended June 30, 2024, 100 % of license

revenue related to Mayne Pharma, Theramex and Knight.

As of June 30, 2024, we had a royalty receivable of $ 2,908 thousand

relating to the short-term portion of receivable from Mayne Pharma, Theramex and Knight and $ 17,224 thousand relating to the long-term

portion of royalty receivable which includes royalties recognized from the minimum annual royalty that Mayne Pharma is obligated to pay

to us under the Mayne License Agreement.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements