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Item 9A. Controls and Procedures

2026-03-30 compared with 2025-03-27 · 2075 added, 1101 removed, 303 unchanged (91% of the section changed)

Controls and procedures

of disclosure controls and procedures

Our management

evaluated the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e)

or 15d-15(e)) as of the end of the period covered by this 2024 10-K Report.

Based on that evaluation, our Principal Executive Officer

and Principal Financial and Accounting Officer concluded that, as of December 31, 2024, our disclosure controls and procedures were effective

to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is (i) recorded, processed,

summarized, and reported within the time periods specified in the SEC rules and forms, and (ii) is accumulated and communicated to our

management, including our Principal Executive Officer and Principal Financial and Accounting Officer, as appropriate to allow timely

decisions regarding required disclosure.

in internal control over financial reporting

no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is

reasonably likely to materially affect, our internal control over financial reporting.

limitations on effectiveness of controls

Our management

does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud.

system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control

system are met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefit of

controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls

can provide absolute assurance that all control issues, misstatements, errors, and instances of fraud, if any, within our company have

been or will be prevented or detected.

Further, internal controls may become inadequate because of changes in conditions, or through

the deterioration of the degree of compliance with policies or procedures.

report on internal control over financial reporting

Our management

is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules

13a-15(f) and 15d-15(f).

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

Internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance

of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

provide reasonable assurance

that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting

principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

provide reasonable assurance

regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material

effect on the financial statements.

Our management

assessed the effectiveness of our internal control over financial reporting as of December 31, 2024.

In making this assessment, our management

used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control —

Integrated Framework (2013).

Management’s assessment included an evaluation of the design of our internal control over financial

reporting and testing of the operational effectiveness of its internal control over financial reporting.

Based on management’s

assessment, we believe that our internal controls over financial reporting were effective as of December 31, 2024.

10-K Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control

Evaluation of disclosure controls and procedures

Our management evaluated the effectiveness of our disclosure controls

and procedures (as defined in the Exchange Act Rules 13a-15(e) or 15d-15(e)) as of the end of the period covered by this 2025 10-K Report.

Based on that evaluation, our Principal Executive Officer and Principal Financial and Accounting Officer concluded that, as of December

31, 2025, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports

we file or submit under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the

SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Principal Executive Officer and Principal

Financial and Accounting Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting

There was no change in our internal control over financial reporting

during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control

over financial reporting.

Management’s report was not subject to attestation by the Company’s registered public accounting

firm pursuant to the rules of the SEC that permit the Company to provide only management’s report in this 2024 10-K Report.

Inherent limitations on effectiveness of controls

Our management does not expect that our disclosure controls and procedures

or our internal controls will prevent all errors and all fraud.

A control system, no matter how well conceived and operated, can provide

only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must

reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs.

of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues,

misstatements, errors, and instances of fraud, if any, within our company have been or will be prevented or detected.

Further, internal

controls may become inadequate because of changes in conditions, or through the deterioration of the degree of compliance with policies

or procedures.

Management’s report on internal control over financial

Our management is responsible for establishing and maintaining adequate

internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 15d-15(f).

Our internal control over financial

reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of financial statements for external purposes in accordance with U.S.

Internal control over financial reporting includes those

policies and procedures that:

pertain to the maintenance of records that in reasonable

detail accurately and fairly reflect the transactions and dispositions of our assets;

provide reasonable assurance that transactions are

recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,

and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

provide reasonable assurance regarding prevention or

timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial

Our management assessed the effectiveness of our internal control

over financial reporting as of December 31, 2025.

In making this assessment, our management used the criteria set forth by the Committee

of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness

of its internal control over financial reporting.

Based on management’s assessment, we believe that our internal controls over

financial reporting were effective as of December 31, 2025.

This 2025 10-K Report does not include an attestation report of the

Company’s registered public accounting firm regarding internal control over financial reporting.

Management’s report was

not subject to attestation by the Company’s registered public accounting firm pursuant to the rules of the SEC that permit the

Company to provide only management’s report in this 2025 10-K Report.

Other information

Disclosure regarding foreign jurisdictions that prevent inspections

Disclosure regarding foreign jurisdictions that prevent

Directors, executive officers and corporate governance

This information

will be contained in our definitive proxy statement for our 2025 Annual Meeting of Stockholders, to be filed with the SEC not later than

120 days after the end of our fiscal year covered by this report, and incorporated herein by reference or, alternatively, by amendment

to this Form 10-K under cover of Form 10-K/A no later than the end of such 120 day period.

The following table sets forth certain information regarding the current

directors of the Company.

Chairman of the Board (2)

Director (1)(2)

Naughton, Ph.D.

Director (1)(2)

Member of the Compensation Committee.

Member of the Audit Committee.

Chairman of the Board

Director Since:

Biographical Information

Thompson has served as a director

of our Company since May 2012 and as the Chairman of the Board of Directors since March 2024.

He previously served as the Chairman of

the Board of Directors from May 2012 until September 2022 and as Executive Chairman of the Board from September 2022 until March 2024.

From July 2020 until March 2022, Secretary Thompson served as the Interim President of the University of Wisconsin system.

Secretary Thompson

also serves as the Chief Executive Officer of Thompson Holdings, a consulting firm.

As the Governor of Wisconsin from January 1987 to

February 2001, Secretary Thompson was perhaps best known for his efforts to revitalize the Wisconsin economy, for his national leadership

on welfare reform, and for his work toward expanding healthcare access across all segments of society.

As the former Secretary of the

Department of Health & Human Services, or HHS, from February 2001 to January 2005, Secretary Thompson served as the nation’s

leading advocate for the health and welfare of all Americans.

Secretary Thompson was a partner in the law firm of Akin Gump Strauss Hauer

& Feld LLP, or Akin Gump, from March 2005 to January 2012, when he resigned to run for the United States Senate.

Secretary Thompson

served as an Independent Chairman of the Deloitte Center for Health Solutions, a healthcare consulting company, from March 2005 to May

At the Deloitte Center for Health Solutions and at Akin Gump, Secretary Thompson built on his efforts at HHS to work toward developing

solutions to the healthcare challenges facing American families, businesses, communities, states, and the nation as a whole.

Thompson has also served as the President of Logistics Health, Inc., a provider of medical readiness and homeland security solutions,

from February 2005 to January 2011.

Secretary Thompson has served as a Senior Fellow for the Bipartisan Policy Center, a non -profit organization

focused on bipartisan advocacy and policymaking, since July 2013.

Secretary Thompson also serves as a member of the board of directors

for United Therapeutics Corporation [NASDAQ:

UTHR] and Healthpeak Properties, Inc.

(f/k/a Physicians Realty Trust) [NYSE:

Thompson also served as a member of the boards of directors of Tyme Technologies, Inc.

TYMI] from August 2017 to February 2020,

Centene Corporation [NYSE:

CNC] from April 2005 to January 2022 and Scilex Holding Company [NASDAQ:

SCLX] from 2022 to 2023, and has historically

served on the boards of directors of other public companies.

Key Qualifications and Experience

We believe Secretary Thompson’s

experience in public service and on the boards of directors of numerous public companies, particularly his services and knowledge related

to the healthcare industry as a whole, makes him well suited to serve on our Board of Directors.

Secretary Thompson received both his

from the University of Wisconsin-Madison.

Biographies to be confirmed per D&O questionnaires.

Director Since:

Biographical Information

Collins has served as a director

of our Company since February 2012.

Collins has served as Chief Executive Officer of Fortis BioPharma LLC since June 2015.

served as Chief Strategy Officer of Pernix Therapeutics Holdings, Inc.

PTX], or Pernix, from May 2013 until April 2014, as its

President and Chief Executive Officer from March 2010 until May 2013, and as a director from March 2010 until February 2014.

Collins joined Pernix Therapeutics,

Inc., a predecessor of Pernix, in 2002, where he was appointed as a director in January 2007, its President in December 2007 and its Chief

Executive Officer in June 2008, serving in those three capacities until March 2010.

From December 2005 to December 2007, Mr.

Collins served

as Vice President of Business and Product Development of Pernix Therapeutics, Inc.

and as its Territory Manager from December 2003 to

December 2005.

Collins was employed for three years by the National Football League franchise, the New Orleans Saints, in its media

relations department.

Key Qualifications and Experience

We believe Mr.

Collins’ specialty

pharmaceutical company knowledge and executive experience provide the requisite qualifications, skills, perspectives, and experience that

make him well qualified to serve on our Board of Directors.

While on a football scholarship, Mr.

Collins received a B.A.

from Nicholls

State University, where he later received an M.B.A.

NAUGHTON, PH.D.

Director Since:

Biographical Information

Naughton, Ph.D.

has served as a director of our Company since

Naughton has served as the Chief Scientific Officer and Chief Business Development Officer of Histogen, a company she

founded that is focused on the development of novel solutions based on the products of cells grown under simulated embryonic conditions,

since April 2017.

Naughton served as the Chairman and Chief Executive Officer of Histogen from June 2007 until April 2017.

Histogen, Dr.

Naughton was the Vice Chairman of Advanced Tissue Sciences, Inc., a human-based tissue engineering company, from March 2002

to October 2002, President from August 2000 to March 2002, President and Chief Operating Officer from 1995 to 2000 and Executive Vice

President, Chief Operating Officer from 1991 to 1995.

Naughton also served as Dean of the College of Business Administration at San

Diego State University from August 2002 to June 2011.

She has spent over 30 years extensively researching the tissue engineering process,

holds over 105 U.S.

and foreign patents, and has founded two regenerative medicine companies.

Naughton has brought several tissue

engineered products to market including a product for severe burns (TransCyte), a dermal replacement for diabetic ulcers (Dermagraft),

an aesthetic dermal filler (Cosmederm/Cosmeplast), and SkinMedica’s TNS product for skin care.

Naughton has been extensively

published and a frequent speaker in the field of tissue engineering.

Naughton received the 27th Annual National Inventor

of the Year award by the Intellectual Property Owners Association in honor of her pioneering work in the field of tissue engineering.

Naughton previously served as a member of several public company boards of directors since 1988, including Cytori Therapeutics, Inc.

CYTX] from July 2014 until January 2018 and CEL-SCI Corporation [NYSE American:

CVM] from August 2022 until April 2024.

Key Qualifications and Experience

We believe Dr.

Naughton’s extensive executive experience, her

in-depth knowledge of the healthcare industry and regenerative medicine technology, her experience developing FDA-approved products, and

her service on other public company boards and committees, provide the requisite qualifications, skills, perspectives, and experience

that make her well qualified to serve on our Board of Directors.

Naughton received her B.S.

in Biology from St.

Francis College, her

in Histology and her Ph.D.

in Hematology from the New York University Medical Center and her E.M.B.A.

JUSTIN ROBERTS

Director Since:

Biographical Information

Roberts is a Partner at Rubric, a role he has held since the formation

of the company in 2016.

He currently serves as a Non-Executive Director of Mereo BioPharma Group plc [NASDAQ:

Before Rubric, he

spent seven years at Point72 Asset Management.

Roberts has also held roles at ZS Associates, Moore Capital Management, and began his

career at Lehman Brothers as an investment banker in their M&A practice.

Key Qualifications and Experience

We believe Mr.

Roberts’ extensive executive experience, his finance

background, and his service on other public company boards and committees, provide the requisite qualifications, skills, perspectives,

and experience that make him well qualified to serve on our Board of Directors.

Roberts graduated with honors from Johns Hopkins University.

Executive Officers

The following table sets forth certain information regarding our current

executive officers:

Chief Executive Officer

Joseph Ziegler

Principal Financial and Accounting Officer

Listed below are biographical descriptions of our current executive

Marlan Walker has served as Chief Executive Officer of our Company

since December 2022.

Previously he served as General Counsel of our Company from March 2016.

Walker previously also served as Chief

Development Officer from April 2018 to December 2019 and as our Corporate and Intellectual Property Counsel from June 2013 until he became

our General Counsel.

Walker’s experience is focused in management of legal issues and risk in the life science industries across

a variety of disciplines.

His legal practice prior to his time at TherapeuticsMD included long-term portfolio strategy and management,

patent preparation and prosecution, contract negotiation and drafting, life-cycle management, and Hatch-Waxman matters.

After law school,

he took a position at Greenberg Traurig, LLP in August 2005.

In March of 2009, he moved to Luce Forward Hamilton & Scripps.

accepted an in-house position as Intellectual Property Counsel for Medicis Pharmaceutical Corp.

in June 2011, which was acquired by Valeant

Pharmaceutical International, Inc.

in December 2012.

In February 2013, Mr.

Walker accepted a position at Kilpatrick Townsend & Stockton,

but chose to move in-house again in June 2013, when he accepted a position at our Company.

Walker graduated from Arizona State University

Sandra Day O’Connor College of Law with his J.D.

in 2004, and an L.L.M.

in Intellectual Property Law at The George Washington University

Law School in 2005.

He holds a Master’s Degree in Molecular Biology and a B.S.

degree, both earned from Brigham Young University.

Joseph Ziegler has served as Principal Financial and Accounting Officer

of our Company since August 2023 and has served as founder and chief executive officer of JZ Advisory Group, a consulting company largely

focused on providing fractional CFO and outsourced accounting services to middle-market and entrepreneurial businesses, since January

He previously served as the Chief Financial Officer of DAS Health, a private equity owned provider of IT Services to healthcare

providers, from April 2021 to December 2021 and as the Chief Financial Officer of Encompass Onsite, a provider of end-to-end property

solutions, from November 2018 to February 2021.

Prior to joining Encompass Onsite, he held multiple roles as a CFO in the healthcare industry,

including private equity backed specialty pharmacy Biomatrix and Novis Pharmaceuticals.

Ziegler served as a director of Progressive

from December 2021 until December 2024.

He earned his B.S.

in Finance and an M.B.A.

from Florida Atlantic University.

CORPORATE GOVERNANCE

Director Independence

Since October 9, 2017, our common stock has been listed on the Nasdaq

Global Select Market of the Nasdaq Stock Market LLC, or Nasdaq, under the symbol “TXMD.” From April 23, 2013 to October 6,

2017, our common stock was listed on the NYSE American under the symbol “TXMD.” Under the rules of Nasdaq, independent directors

must comprise a majority of a listed company’s board of directors.

Our Board of Directors has affirmatively determined, after considering

all the relevant facts and circumstances, that each of Dr.

Gail Naughton, and Messrs.

Thompson, Cooper C.

Collins and Justin

Roberts is an independent director, as “independence” is defined under the applicable rules and regulations of the SEC and

the listing standards of Nasdaq, and does not have a relationship with us (either directly or as a partner, stockholder, or officer of

an organization that has a relationship with us) that would interfere with their exercise of independent judgment in carrying out their

responsibilities as directors.

Accordingly, a majority of our directors are independent, as required under the applicable Nasdaq rules.

No director is related by blood, marriage, or adoption to any director,

executive officer or person chosen to become a director or executive officer.

No arrangements or understandings exist between any director

and any other person pursuant to which such person was selected as a director.

Further, there are no legal proceedings to which any director

is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or any of our subsidiaries.

Committee Charters, Corporate Governance, and Code of Ethics

Our Board of Directors has adopted charters for the Audit and Compensation

Committees describing the authority and responsibilities delegated to each committee by our Board of Directors.

Our Board of Directors

has also adopted Corporate Governance Guidelines, a Code of Conduct and Ethics, and a Code of Ethics for the Chief Executive Officer and

senior financial officers of our Company.

We post on our website, at www.therapeuticsmd.com :

the charters of our Audit and Compensation

our Corporate Governance Guidelines, Code of Conduct and Ethics, and Code of Ethics for the Chief Executive Officer and senior

financial officers, and any amendments or waivers thereto;

and any other corporate governance materials contemplated by the SEC or Nasdaq.

These documents are also available in print to any stockholder requesting a copy in writing from our corporate secretary at our executive

Executive Sessions

We regularly schedule executive sessions in which non-employee directors

will meet without the presence or participation of management, with at least one of such sessions including only independent directors.

Thompson, as the Chairman of our Board of Directors, chairs the executive sessions.

Board Committees

Our Board of Directors has an Audit Committee and a Compensation Committee,

each consisting entirely of independent directors.

Given the relatively small size of our Board of Directors and the desire

to involve the entire Board of Directors in nominating decisions, we have elected to no longer have a separate Nominating Committee.

we do not have a Nominating Committee, our independent directors, who currently constitute all of the Board of Directors, determine the

director nominees.

Our Board of Directors may employ a variety of methods for identifying and evaluating director nominees.

are anticipated or arise, our Board of Directors considers various potential candidates who may come to their attention through current

Board members, professional search firms, stockholders or other persons.

These candidates may be evaluated by our Board of Directors at

any time during the year.

In evaluating a director candidate, our Board of Directors will review

their qualifications including capability, availability to serve, conflicts of interest, general understanding of business, understanding

of our business and technology, educational and professional background, personal accomplishments and other relevant factors.

of Directors has not established any specific qualification standards for director nominees, and we do not have a formal diversity policy

relating to the identification and evaluation of nominees for director, although from time to time the Board of Directors may identify

certain skills or attributes as being particularly desirable to help meet specific needs that have arisen.

Our Board of Directors may

also interview prospective nominees in person or by telephone.

After completing this evaluation, the Board of Directors will determine

the nominees.

The Board has not adopted a formal process for considering director candidates who may be recommended by stockholders.

our policy is to give due consideration to any and all such candidates.

Audit Committee Members

Collins, Chair

Justin Roberts

The purpose of the Audit Committee is to oversee our financial and

reporting processes and the audits of our financial statements and to provide assistance to our Board of Directors with respect to its

oversight of the integrity of our financial statements, our Company’s compliance with legal and regulatory matters, the independent

registered public accountant’s qualifications and independence, and the performance of our independent registered public accountant.

The primary responsibilities of the Audit Committee are set forth in its charter and include various matters with respect to the oversight

of our accounting and financial reporting process and audits of our financial statements on behalf of our Board of Directors.

Committee also selects the independent registered public accountant to conduct the annual audit of our financial statements;

proposed scope of such audit;

reviews accounting and financial controls with the independent registered public accountant and our financial

accounting staff;

and reviews and approves any transactions between us and our directors, officers, and their affiliates.

The Audit Committee currently consists of Messrs.

Collins, Thompson

and Roberts, each an independent director of our Company under the listing standards of Nasdaq as well as under applicable rules and regulations

of the SEC, with Mr.

Collins serving as Chair.

Our Board of Directors has determined that Mr.

Thompson (whose background is detailed above)

qualifies as an “audit committee financial expert” in accordance with applicable rules and regulations of the SEC.

Compensation Committee Members

Gail Naughton, Chair

Justin Roberts

The purpose of the Compensation Committee includes, among other things, determining, or recommending to our Board of Directors for determination, the compensation of our Chief Executive Officer and other executive officers and directors, and discharging the responsibilities of our Board of Directors relating to our compensation programs.

Pursuant to its charter, the Compensation Committee may delegate any of its responsibilities to a subcommittee comprised of one or more members of the Compensation Committee.

The Compensation Committee currently consists of Dr.

Naughton and Messrs.

Collins and Roberts, each an independent director of our company under the listing standards of Nasdaq as well as under applicable rules and regulations of the SEC, with Dr.

Naughton serving as Chair.

Board’s Role in Risk Oversight

Risk is inherent in every business.

As is the case in virtually all

businesses, we face a number of risks, including operational, economic, financial, legal, regulatory, and competitive risks.

Our management

is responsible for the day-to-day management of the risks we face.

Our Board of Directors, as a whole and through its committees, has

responsibility for the oversight of risk management.

Our Board of Directors’ involvement in our business strategy

and strategic plans plays a key role in its oversight of risk management, its assessment of management’s risk appetite, and its

determination of the appropriate level of enterprise risk.

Our Board of Directors receives updates at least quarterly from senior management

and periodically from outside advisors regarding the various risks we face, including operational, cybersecurity and information technology,

economic, financial, legal, regulatory, and competitive risks.

Our Board of Directors also reviews the various risks we identify in our

filings with the SEC as well as risks relating to various specific developments, such as debt and equity issuances.

The committees of our Board of Directors assist our Board of Directors

in fulfilling its oversight role in certain areas of risks.

The Audit Committee oversees the financial and reporting processes of our

Company and the audit of the financial statements of our Company and provides assistance to our Board of Directors with respect to the

oversight and integrity of the financial statements of our Company, our Company’s compliance with legal and regulatory matters,

the independent auditor’s qualification and independence, and the performance of our independent auditor.

The Audit Committee also

receives reports regarding our compliance program and our cybersecurity and information technology programs.

The Compensation Committee

considers the risks that our compensation policies and practices may have in attracting, retaining, and motivating valued employees and

endeavors to assure that it is not reasonably likely that our compensation plans and policies would create undue risk or have a material

adverse effect on our Company.

Director Attributes

We seek a broad range of experiences, viewpoints, educational backgrounds,

skills, and other individual qualities and attributes to be represented on our Board of Directors.

We believe directors should have various

qualifications, including individual character and integrity;

business experience and leadership ability;

strategic planning skills, ability,

and experience;

requisite knowledge of our industry and finance, accounting, and legal matters;

communications and interpersonal skills;

and the ability and willingness to devote time to our Company.

We also believe the skill sets, backgrounds, and qualifications of our

directors, taken as a whole, should provide a significant mix of diversity in personal and professional experience, background, viewpoints,

perspectives, knowledge, and abilities.

Nominees are not to be discriminated against on the basis of race, religion, national origin,

sex, sexual orientation, disability, or any other basis prohibited by law.

The assessment of directors is made in the context of the perceived

needs of our Board of Directors from time to time.

All of our directors have held high-level positions in business or

professional service firms and have experience in dealing with complex issues.

We believe that all of our directors are individuals of

high character and integrity, are able to work well with others, and have committed to devote sufficient time to the business and affairs

of our Company.

In addition to these attributes, the description of each director’s background set forth above indicates the specific

experience, qualifications, and skills necessary to conclude that each individual should continue to serve as a director of our Company.

Board Leadership Structure

We believe that effective board leadership structure depends on the

experience, skills, and personal interaction among persons in leadership roles as well as the needs of our Company at any point in time.

We currently maintain separate roles between the Chief Executive Officer and the Chairman of the Board of Directors in recognition of

the differences between the two responsibilities.

Our Chief Executive Officer is responsible for setting our strategic direction and day

-to-day leadership and performance of our Company.

The Chairman of the Board of Directors provides input to the Chief Executive Officer,

sets the agenda for board meetings, and presides over meetings of the full Board of Directors as well as executive sessions of our Board

of Directors.

Our Board of Directors believes that our current leadership structure provides the most effective leadership model for our

Company, as it promotes balance between the Board of Directors’ independent authority to oversee our business and the Chief Executive

Officer and his management team, which manage the business on a day-to-day basis.

Compensation Committee Interlocks and Insider Participation

During our fiscal year ended December 31, 2025, Dr.

Naughton and Messrs.

Collins and Roberts served as members of the Compensation Committee.

Naughton and Messrs.

Collins and Roberts have been at any

time one of our officers or employees or had any relationship with us that requires disclosure under Item 404 of Regulation S-K under

the Exchange Act.

During the fiscal year ended December 31, 2025, none of our executive

officers served on the compensation committee or board of directors of any entity whose executive officers serve as a member of our Board

of Directors or Compensation Committee.

Compensation Recovery Policy

In 2023, we adopted a policy on recoupment of incentive compensation,

or clawback policy, which provides for recoupment of compensation in certain circumstances in the event of a restatement of our financial

results, in accordance with the requirements of SEC rules and Nasdaq listing standards implementing the requirement of Section 954 of

the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

A copy of our policy on recoupment of incentive compensation is

incorporated by reference as Exhibit 97 to this 2025 10-K Report.

Anti-Hedging and Anti-Pledging Policy

In April 2020, the Board of Directors amended the Company’s Code

of Conduct and Ethics to include a policy regarding hedging and pledging transactions.

Pursuant to the policy, directors, officers, and

employees are prohibited from:

(1) directly or indirectly engaging in any hedging transactions with respect to any directly or indirectly

owned securities of the Company, which includes the purchase of any financial instrument (including puts, calls, equity swaps, forward

contracts, collars, exchange funds or other derivative securities) on an exchange or in any other market in order to hedge or offset any

decrease in the market value of such securities;

(2) engaging in short sale transactions or forward sale transactions or any short-term

or speculative transactions in the Company’s securities or in other transactions in the Company’s securities that may lead

to inadvertent violations of insider trading laws;

and (3) pledging securities of the Company as collateral for a loan or otherwise using

securities of the Company to secure a debt, including through the use of traditional margin accounts with a broker.

Insider Trading Policy

On March 25, 2025, our Board of Directors adopted an insider trading

policy that governs transactions in our securities by our directors, officers, employees and their respective family members and affiliates

that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing

In addition, it is our policy to comply with federal securities laws and applicable stock exchange listing standards regarding

trading in our own securities.

A copy of our insider trading policy is incorporated by reference as Exhibit 19 to this 2025 10-K Report.

Board and Committee Meetings

Our Board of Directors held a total of eight meetings during the fiscal

year ended December 31, 2025.

No director attended fewer than 75% of the aggregate of (i) the total number of meetings of our Board of

Directors and (ii) the total number of meetings held by all committees of our Board of Directors on which such director was a member.

During the fiscal year ended December 31, 2025, the Audit Committee

held three meetings and the Compensation Committee held one meeting.

Annual Meeting Attendance

We encourage our directors to attend each annual meeting of stockholders.

Two of our directors virtually attended the 2025 annual meeting of stockholders.

Communications with Directors

Stockholders may communicate with our Board of Directors or specific

members of our Board of Directors, including our independent directors and the members of our various board committees, by submitting

a letter addressed to our Board of Directors of TherapeuticsMD, Inc.

at the address set forth in this proxy statement c/o any specified

individual director or directors.

Any such letters are forwarded to the indicated directors.

In addition, at the request of the Board

of Directors, communications that do not directly relate to our Board of Directors’ duties and responsibilities as directors will

be excluded from distribution.

Such excluded items include, among others, “spam,” advertisements, mass mailings, form letters,

and email campaigns that involve unduly large numbers of similar communications;

solicitations for goods, services, employment or contributions;

Additionally, communications that appear to be unduly hostile, intimidating, threatening, illegal or similarly inappropriate

will also be screened for omission.

Any excluded communication will be made available to any director upon his or her request.

Executive compensation

This information

will be contained in our definitive proxy statement for our 2025 Annual Meeting of Stockholders, to be filed with the SEC not later than

120 days after the end of our fiscal year covered by this report, and incorporated herein by reference or, alternatively, by amendment

to this Form 10-K under cover of Form 10-K/A no later than the end of such 120 day period.

Security ownership of certain beneficial owners and management and related stockholder matters

This information

will be contained in our definitive proxy statement for our 2025 Annual Meeting of Stockholders, to be filed with the SEC not later than

120 days after the end of our fiscal year covered by this report, and incorporated herein by reference or, alternatively, by amendment

to this Form 10-K under cover of Form 10-K/A no later than the end of such 120 day period.

Certain relationships and related transactions, and director independence

This information

will be contained in our definitive proxy statement for our 2025 Annual Meeting of Stockholders, to be filed with the SEC not later than

120 days after the end of our fiscal year covered by this report, and incorporated herein by reference or, alternatively, by amendment

to this Form 10-K under cover of Form 10-K/A no later than the end of such 120 day period.

Our Board of Directors has appointed a Compensation Committee, consisting

of independent members of our Board of Directors, to review and approve corporate goals and objectives relevant to the compensation of

our Chief Executive Officer, or CEO, evaluate the performance of our CEO on achieving those goals and objectives, and determine or recommend

to our Board of Directors the compensation of our CEO based on this evaluation.

The Compensation Committee also recommends to our Board

of Directors, or as directed by our Board of Directors, determines and approves, the compensation of our other executive officers.

Compensation Committee makes every effort to ensure our executive compensation program is consistent with our values and is aligned with

our business strategy and corporate goals.

As a smaller reporting company, the rules of the U.S.

Securities and

Exchange Commission permit us to omit the Compensation Discussion and Analysis section and to report the compensation of our principal

executive officer, each of our two other most highly compensated executive officers who were serving at the end of our last completed

fiscal year, and up to two additional former executive officers for whom disclosure would have been provided but for the fact that the

individual was not serving as an executive officer at the end of our last completed fiscal year (collectively, our “NEOs”).

For 2025, our NEOs were:

Marlan Walker, CEO

Joseph Ziegler, Principal Financial and Accounting Officer

As of December 31, 2025, we employed one full-time employee primarily

engaged in an executive position — Mr.

Marlan Walker, our Chief Executive Officer.

Ziegler serves as our Principal Financial

and Accounting Officer pursuant to a master services agreement (the “Master Services Agreement”) with JZ Advisory Group (“JZ

See “Ziegler Master Services Agreement” below.

Fiscal Year 2025 Summary Compensation Table

The following table lists the compensation of our NEOs for the years

The following information includes the dollar value of salaries, bonus awards, the number of awards granted, non-equity incentive

plan compensation, and certain other compensation, if any.

Name and Principal Position

Option Award (1) ($)

Non-Equity Incentive Plan Compensation ($)

All Other Compensation ($)

Chief Executive Officer

Joseph Ziegler

Principal Financial and Accounting Officer

(1) Represents

the grant date fair value of options granted.

(2) Other compensation paid in the fiscal year 2024 and fiscal year 2025

was related to (i) employer match to 401(k) plan of $2,000, and (ii) health and welfare benefits paid by the Company.

amounts represent the fixed fee paid to JZ Advisory in accordance with the Master Services Agreement.

Represents the amounts earned under our annual performance-targeted incentive plan, which were earned during the indicated fiscal year but portions of which may not been paid until after the end of indicated fiscal year.

Outstanding Equity Awards at Fiscal Year-End

The following tables set forth information with respect to outstanding

equity-based awards held by our NEOs at December 31, 2025.

Option Awards

Number of Securities

Underlying Unexercised Options

Equity Award Date

Unexercisable

Expiration Date

Joseph Ziegler

Post-Employment Compensation

Pension Benefits

We do not offer any defined benefit pension plans for any of our employees.

We have a 401(k) plan in which employees may participate.

Other Compensation

Walker is eligible to participate in our employee benefit plans,

including medical and dental plans.

Should we decide to hire other employees, these plans do not discriminate in favor of executive officers

and would be available to any potential employee.

It is generally our policy to not extend significant perquisites to executives that

are not broadly available to our other employees.

In designing these elements, we seek to provide an overall level of benefits that is

competitive with that offered by similarly situated companies in the markets in which we operate based upon our general understanding

of industry practice.

These benefits are not considered in determining the compensation of our executive officers.

Employment Agreement

Walker has an amended and restated employment agreement,

as amended (the “Walker Employment Agreement”), with the Company that commenced on December 18, 2018, and was amended effective

October 15, 2021, December 30, 2022, February 21, 2023 and December 17, 2024.

The Walker Employment Agreement provides that we will continue

to employ Mr.

Walker, and Mr.

Walker will continue to serve the Company, unless sooner terminated pursuant to the terms of the Walker

Employment Agreement.

The Walker Employment Agreement provides for:

(i) a base salary of $428,000 per year until April 15, 2023;

a base salary of $500,000 per year and a lump-sum bonus payment of $20,909, which was paid in April 2023 (ii) an annual short-term incentive

compensation of 50% of salary, at the discretion of our Board of Directors, and (iii) 70,000 RSUs vesting on June 30, 2023.

will receive employee benefits, vacation, and other perquisites as may be determined from time to time.

Conditions of termination call for (i) termination immediately upon

death, (ii) termination upon a disability in which Mr.

Walker is unable to perform his duties for more than six (6) consecutive months,

(iii) voluntary termination without good reason by Mr.

Walker with prior notice, (iv) involuntary termination by our Company without good

cause, (v) termination for good cause, and (vi) termination for good reason wherein Mr.

Walker will have ninety (90) days from the date

of occurrence of a condition giving rise to good reason to provide a notice of termination of his employment with the Company, which will

be effective thirty-one (31) days after we receive notice and the criteria remains uncorrected.

Ziegler Master Services Agreement

We entered into the Master Services Agreement with JZ Advisory that

commenced on August 15, 2023, pursuant to which, among other things, JZ Advisory will serve as an independent consultant for the purpose

of providing the Company with certain support services, including the services of Mr.

Ziegler as the Company’s Principal Financial

The Company has agreed to pay JZ Advisory $10,000 a month for the services

provided under the Master Services Agreement, which monthly rate will continue until the parties negotiate a future retainer amount.

Ziegler was also granted 7,500 restricted stock units, which vested on August 17, 2024.

The Master Services Agreement will continue through

the third anniversary of the Effective Date, unless earlier terminated (the “Term”).

The Term will automatically be extended

for successive one-year periods unless either party provides written notice of non-extension no less than thirty (30) days in advance.

The Master Services Agreement may be terminated pursuant to its terms.

The Master Services Agreement contains certain covenants and agreements

of the parties, including certain indemnification obligations of each party.

Potential Payments Upon Termination or Change in Control

We have employment agreements with certain of our executive officers

as described above.

The arrangements reflected in these employment agreements are designed to encourage the officers’ full attention

and dedication to our Company currently and, in the event of any proposed change in control, provide these officers with individual financial

The employment agreements provide for specified payments and benefits by us to our executive officers only upon a qualifying

termination of employment as described below.

Termination by Us Without Good Cause or by Executive with Good Reason

- No Change in Control

Under the Walker Employment Agreement, for Mr.

Walker, in the event

of termination of the executive’s employment without “cause” (referred to as “good cause” in the Walker

Employment Agreement) or resignation by the executive for “good reason” (as each term is defined in the Walker Employment

Agreement), he would be entitled to, subject to his signing and not revoking a full and complete release of all claims against the Company

and its affiliates, (i) the sum of his salary, payable on a biweekly basis ratably over eighteen (18) months, and one and one half times

(1.5x) his target annual incentive compensation for the fiscal year in which such termination of employment occurs, (ii) a continuation

of welfare benefits for a period of two years after such termination, (iii) COBRA benefits for a period of twenty-four (24) months following

such termination, (iv) payment for any annual short-term incentive compensation earned for the calendar year immediately preceding the

calendar year of such termination, (v) unpaid accrued base salary and unused vacation pay through the termination date, and (vi) amounts

accrued but unpaid at the time of termination.

Furthermore, the above obligations of the Company are subject to the executive complying

with a non-solicitation agreement of employees and customers, and a non-competition agreement.

Termination or Resignation in Connection with a Change in Control

In the event of termination of Mr.

Walker’s employment without

“good cause” or resignation by the executive for “good reason” in the twelve months following a change in control,

Walker would be entitled to, subject to his signing and not revoking a full and complete release of all claims against the Company

and its affiliates, (i) the sum of his salary, payable on a biweekly basis ratably over eighteen (18) months, and one and one half times

(1.5x) his target annual incentive compensation for the fiscal year in which such termination of employment occurs, (ii) payment for any

annual short-term incentive compensation earned for the calendar year immediately preceding the calendar year of such termination, (iii)

unpaid accrued base salary and unused vacation pay through the termination date, and (iv) amounts accrued but unpaid at the time of termination.

Furthermore, the above obligations of the Company are subject to the executive complying with a non-solicitation agreement of employees

and customers, and a non-competition agreement.

Termination by Reason of Death or Disability

Walker, in the event of termination of the executive’s

employment by reason of his death or “disability” (as such term is defined in the Walker Employment Agreement), in addition

to those payments and benefits provided to salaried employees generally, including amounts accrued but unpaid at the time of termination,

he would be entitled to (i) pro-rated target annual incentive compensation for the fiscal year in which such termination of employment

occurs, payable in a lump sum, subject to the executive’s signing and not revoking a full and complete release of all claims against

the Company and its affiliates in the event of a disability, (ii) immediate vesting of all outstanding equity awards that vest solely

on the passage of time, accrued but unused vacation pay through the termination date, payable in a lump sum, and (iv) all other rights

and benefits the executive is vested in, pursuant to other plans and programs of our Company.

Termination by the Executive Without Good Reason

The table below reflects the amount of compensation to Marlan Walker,

the only NEO currently employed by the Company, assuming termination of such executive’s employment without cause or for good reason

or following a change in control of our company on December 31, 2025.

Other than as set forth below, no amounts will be paid to our NEOs

in the event of termination.

Marlan Walker

Executive Benefits and Payments

with a Change

Change in Control

Termination by

Cash severance

of payments due to executive for (i) eighteen (18) months of his then current salary, (ii) 150% target annual incentive compensation,

(iii) health and welfare benefits for twenty-four (24) months, (iv) unused PTO, and (v) any annual short-term incentive compensation

earned from the prior year that had not yet been paid by the Company.

of payments due to executive for (i) eighteen (18) months of his then current salary, (ii) 150% target annual incentive compensation,

(iii) unused PTO, and (iv) any annual short-term incentive compensation earned from the prior year that had not yet been paid by the

(3) Represents

full annual incentive compensation that would be prorated based on termination date.

Nonqualified Defined Contribution and Nonqualified Deferred Compensation

We do not offer any nonqualified defined contribution plans or nonqualified

deferred compensation plans for any of our NEOs.

Limitation of Directors’ Liability;

Indemnification of Directors,

Officers, Employees, and Agents

Our Amended and Restated Articles of Incorporation and bylaws, each

as amended, provide that we may indemnify to the full extent of our power to do so, all directors, officers, employees, and/or agents.

The effect of this provision in the Amended and Restated Articles of Incorporation, as amended, is to eliminate the rights of our Company

and our stockholders, either directly or through stockholders’ derivative suits brought on behalf of our Company, to recover monetary

damages from a director for breach of the fiduciary duty of care as a director except in those instances described under Nevada law.

Insofar as indemnification by our Company for liabilities arising under

the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to officers and directors of our Company pursuant

to the foregoing provisions or otherwise, we are aware that in the opinion of the SEC, such indemnification is against public policy as

expressed in the Securities Act and is, therefore, unenforceable.

DIRECTOR COMPENSATION

We compensate our non-employee directors with a combination of cash

Our Board of Directors receives the following cash compensation for their service:

each director receives an annual cash retainer

the chairperson of the Board receives an additional $22,500 annual cash retainer;

the chairperson of our Audit Committee receives

an annual cash retainer of $30,000 and the other members of the Audit Committee receive an annual cash retainer of $15,000;

and the chairperson

of the Compensation Committee receives an annual cash retainer of $20,000 and the other members of the Compensation Committee receive

an annual cash retainer of $12,000.

We also reimburse our directors for reasonable expenses related to attendance at Board of Directors

and committee meetings.

We do not pay our directors per meeting fees.

The following table and accompanying footnotes detail compensation

paid to our directors for services rendered for the year ended December 31, 2025.

Roberts is entitled to receive compensation in the

same manner as our other non-employee directors, but he has elected not to receive any compensation for his service as a non-employee

director at this time.

or Paid in Cash

Gail Naughton, Ph.D.

Justin Roberts

of December 31, 2025, each of the directors listed in the “Director Compensation” table had the following awards outstanding:

Gail Naughton, Ph.D.

Justin Roberts

The stock awards listed above include 8,500 restricted stock units

that were not vested as of December 31, 2025, for each of Mr.

Thompson, Mr.

Collins and Dr.

Naughton, respectively.

grant RSUs for shares of common stock to non-employee directors.

We value our RSUs by reference to our stock price on the date of grant.

We recognize compensation expense for RSUs based on a straight-line basis over the requisite service period of the entire award.

Security ownership of certain beneficial owners and management

and related stockholder matters

The following table sets forth information regarding the beneficial ownership

of our common stock as of March 23, 2026, by the following:

of our directors and named executive officers;

of our directors and executive officers as a group;

person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our common stock.

Beneficial ownership is determined according to the rules of the SEC

and generally means that a person has beneficial ownership is determined according to the rules of the SEC and generally means that a

person has beneficial ownership of a security if he, she, or it possesses sole or shared voting or investment power of that security,

including options and warrants that are currently exercisable or exercisable within 60 days of March 30, 2026.

Shares issuable pursuant

to stock options, warrants, and convertible securities are deemed outstanding for computing the percentage of the person holding such

options, warrants, or convertible securities but are not deemed outstanding for computing the percentage of any other person.

indicated by the footnotes below, we believe, based on the information furnished to us, that the persons named in the table below have

sole voting and investment power with respect to all shares of common stock shown that they beneficially own, subject to community property

laws where applicable.

The information does not necessarily indicate beneficial ownership for any other purpose.

Unless otherwise indicated, the address of each beneficial owner listed

in the table below is c/o TherapeuticsMD, Inc., 951 Yamato Road, Suite 220, Boca Raton, Florida 33431.

Shares Beneficially

Name of Beneficial Owners

Executive Officers and Directors:

Naughton, Ph.D.

Justin Roberts

Joseph Ziegler (6)

All executives and directors as a group (6 persons)

5% Stockholders:

Rubric Capital Management LP (7)

Clearline Capital LP (8)

less than 1% of the outstanding shares of our common stock.

Based on 11,574,362 shares outstanding as of March 23, 2026.

Includes (i) 141,131 shares held by Mr.

Walker directly and (ii) 71,492 shares issuable to Mr.

Walker upon the exercise of vested stock options.

Includes (i) 14,312 shares held by Thompson Family Investments, LLC, an entity solely owned by Thompson Family Holdings, LLC, an entity solely owned by Mr.

Thompson, (ii) 23,179 shares held by Mr.

Thompson directly, (iii) 21 shares held indirectly by Thompson Family Holdings, LLC and (iv) 5,750 shares issuable to Mr.

Thompson upon the exercise of vested stock options.

(4) Includes (i) 60,516 shares

Collins directly and (ii) 4,000 shares issuable to Mr.

Collins upon the exercise of vested stock options.

Cooper has pledged 100% of his shares.

8,500 shares held by Dr.

Naughton directly.

7,500 shares held by Mr.

Ziegler directly.

solely on the Schedule 13D/A filed with the SEC by Rubric Capital Management LP on November 17, 2023.

Rubric Capital Management LP has

shared voting and shared dispositive power over 2,946,908 shares.

The address of Rubric Capital Management LP is 155 East 44 th

Street, Suite 1630, New York, NY 10017.

solely on a Schedule 13G filed with the SEC by Clearline Capital LP on February 12, 2025.

Clearline Capital LP has shared voting and

shared dispositive power over 635,222 shares.

The address of Clearline Capital LP is 950 Third Avenue, 23 rd Floor, New York,

EQUITY COMPENSATION PLAN INFORMATION

As of December 31, 2025, the following table shows the number of securities

to be issued upon exercise of outstanding options under equity compensation plans approved by our stockholders, which plans do not provide

for the issuance of warrants or other rights.

Number of Securities to be Issued Upon

Available For

Settlement of

Compensation Plans

Columns (a)) (1)

Equity Compensation Plans Approved by Stockholders

Equity Compensation Plans Not Approved by Stockholders

number of remaining shares of common stock available for future issuance is based on an assumption that the maximum performance goals

for PSUs were achieved, where applicable.

Certain relationships and related transactions, and director

Policy Relating to Related Party Transactions

We have a policy that we will not enter into any material transaction

in which a director or officer has a direct or indirect financial interest unless the transaction is determined by our Board of Directors

to be fair to us or is approved by a majority of our disinterested directors or by our stockholders, as provided for under Nevada law.

Generally, our Board of Directors as a whole, other than an affected director, if applicable, determines whether a director or officer

has a direct or indirect ( i.e.

, any) financial interest in a transaction deemed material based upon our Code of Conduct and Ethics

and Nevada law.

From time to time, our Audit Committee, in accordance with its charter, will also review potential conflict of interest

transactions involving members of our Board of Directors and our executive officers.

The policy with respect to such transactions is provided

in our Company’s Code of Conduct and Ethics.

Related Party Transactions

Other than compensation arrangements, we describe below transactions

and series of similar transactions, since January 1, 2023, to which we were a party or will be a party, in which:

amounts involved exceeded or will exceed $120,000;

of our directors, executive officers, or holders of more than 5% of our voting securities, or any member of the immediate family of the

foregoing persons, had or will have a direct or indirect material interest.

Compensation arrangements for our directors and NEOs are described

elsewhere in this Annual Report on Form 10-K.

Agreements with Rubric Capital Management LP

On August 23, 2022, we appointed Mr.

Justin Roberts as a director

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

As a director of the Company, Mr.

Roberts is entitled to receive compensation

in the same manner as our other non-employee directors, 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, and in accordance with the terms of the Certificate

of Designation, the Company redeemed all 29,000 outstanding shares of the Company’s Series A Preferred Stock from Rubric at a purchase

price of $1,333 per share.

The Company also paid certain affiliates of Rubric approximately $3.0 million as a make-whole payment pursuant

to the subscription agreements previously entered into between the Company 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.

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

There were no drawdowns in 2025 and 2024.

See Item 10 - Directors, Executive Officers and Corporate Governance

above for a discussion on director independence.

Principal accountant fees and services

This information

will be contained in our definitive proxy statement for our 2025 Annual Meeting of Stockholders, to be filed with the SEC not later than

120 days after the end of our fiscal year covered by this report, and incorporated herein by reference or, alternatively, by amendment

to this Form 10-K under cover of Form 10-K/A no later than the end of such 120 day period.

Our independent registered public accounting firm is Carr, Riggs &

Ingram, L.L.C.

On January 20, 2026, the Audit Committee of the Board dismissed Berkowitz

Pollack Brant, Advisors + CPAs (“BPB”) as our independent registered public accounting firm and appointed CRI for the fiscal

year ending December 31, 2025.

The dismissal was not related to any disagreement with BPB on any matter of accounting principles or practices,

financial statement disclosure or auditing scope or procedure.

The following table represents aggregate fees billed to our Company

for the fiscal year ended December 31, 2025 by CRI:

Audit-related fees

All other fees

The following table represents aggregate fees billed to our Company

for the fiscal year ended December 31, 2025 and 2024 by BPB:

Audit-related fees

All other fees

Audit fees consist of fees associated with the annual audit, reviews

of our annual and quarterly reports, and other filings with the SEC as well as comfort letters and consents.

Audit Committee Pre-Approval Policies and Procedures

The charter of our Audit Committee provides that the duties and responsibilities

of our Audit Committee include the pre-approval, or adopting procedures for pre-approval, of all audit, audit-related, tax, and other

services permitted by law or applicable SEC regulations (including fee and cost ranges) to be performed by our independent auditor.

pre-approved services that will involve fees or costs exceeding pre-approved levels will also require specific pre-approval by the Audit

Unless otherwise specified by the Audit Committee in pre-approving a service, the pre-approval will be effective for the 12-month

period following pre-approval.

The Audit Committee will not approve any non-audit services prohibited by applicable SEC regulations or

any services in connection with a transaction initially recommended by the independent auditor, the purpose of which may be tax avoidance

and the tax treatment of which may not be supported by the Internal Revenue Code and related regulations.

To the extent deemed appropriate, the Audit Committee may delegate

pre-approval authority to the Chairperson of the Audit Committee or any one or more other members of the Audit Committee provided that

any member of the Audit Committee who has exercised any such delegation must report any such pre-approval decision to the Audit Committee

at its next scheduled meeting.

The Audit Committee will not delegate to management the pre-approval of services to be performed by the

independent auditor.

Our Audit Committee requires that our independent auditor, in conjunction

with our Chief Financial Officer, be responsible for seeking pre-approval for providing services to us and that any request for pre-approval

must inform the Audit Committee about each service to be provided and must provide detail as to the particular service to be provided.

All of the services provided by our independent registered public accounting

firm described above were approved by our Audit Committee pursuant to our Audit Committee’s pre-approval policies.

Exhibits and financial statement schedules

Financial statements and financial statements schedules

Financial Statements are listed in the Index to Financial

Statements on page F-1 of this 2024 10-K Report.

(a) Financial

statements and financial statements schedules

(1) Financial

Statements are listed in the Index to Financial Statements on page F-1 of this 2025 10-K

No financial statement schedules are included because

14 unchanged sentences

filed in the State of Nevada, dated July 20, 2010 (6)

Amended and Restated Articles of Incorporation of the Company, as amended (7)

Composite Amended and Restated Articles of Incorporation of the Company, as amended

of the AMHN, Inc.

5 unchanged sentences

Amendment to Bylaws of the Company, dated June 29, 2023 (12)

Certificate of Amendment to Amended and Restated Articles of Incorporation, filed in the State of Nevada, dated January 5, 2026.

of Certificate of Common Stock (13)

4 unchanged sentences

2019 Stock Incentive Plan (16)

Amendment to the TherapeuticsMD, Inc.

First Amendment to the TherapeuticsMD, Inc.

2019 Stock Incentive Plan (17)

3 unchanged sentences

2020 Employee Stock Purchase Plan (20)

of Common Stock Purchase Warrant, dated February 24, 2012 (22)

Stock Purchase Warrant, issued to Plato & Associates, LLC, dated January 31, 2013 (23)

of Warrant to Purchase Common Stock, dated August 5, 2020 (21)

1 unchanged sentence

dated November 8, 2020 (22)

Amendment to Company Warrant issued by the Company to the Subscribers party to that certain Subscription Agreement, dated as of August

issued by the Company to Robert Finizio (26)

to Warrant issued by the Company to Robert Finizio (26)

issued by the Company to John C.K.

Milligan, IV (26)

to Warrant issued by the Company to John C.K.

Milligan, IV (26)

Agreement, dated August 5, 2020, by and among TherapeuticsMD, Inc.

and the Subscribers identified on the Schedule of Subscribers

attached thereto (24)

Agreement, dated July 30, 2018, by and between TherapeuticsMD, Inc.

Second Amendment to Company Warrant issued by the Company to the Subscribers party to that certain Subscription Agreement, dated as of August 5, 2020 (23)

Subscription Agreement, dated August 5, 2020, by and among TherapeuticsMD, Inc.

and the Subscribers identified on the Schedule of Subscribers attached thereto (21)

License Agreement, dated July 30, 2018, by and between TherapeuticsMD, Inc.

and The Population Council, Inc.

dated October 5, 2018, by and between 951 Yamato Acquisition Company, LLC and TherapeuticsMD, Inc.

and Supply Agreement, dated June 6, 2019, by and between TherapeuticsMD, Inc.

Lease, dated October 5, 2018, by and between 951 Yamato Acquisition Company, LLC and TherapeuticsMD, Inc.

License and Supply Agreement, dated June 6, 2019, by and between TherapeuticsMD, Inc.

and Theramex HQ UK Limited (26)

of Indemnification Agreement between TherapeuticsMD, Inc.

Form of Indemnification Agreement between TherapeuticsMD, Inc.

and each of its executive officers and directors (22)

Executive Retention and Performance Bonus Plan.

(ERB-Plan) (30)

Agreement between TherapeuticsMD, Inc.

and Rubric Capital Management LP, dated July 29, 2022 (11)

Agreement by and among TherapeuticsMD, Inc., Sixth Street Specialty Lending, Inc., TOP IV Talents, LLC and TOA Talents, LLC, dated

July 29, 2022 (11)

Agreement between TherapeuticsMD, Inc.

and Rubric Capital Management LP, dated September 30, 2022 (31)

Agreement by and among TherapeuticsMD, Inc., Sixth Street Specialty Lending, Inc., TOP IV Talents, LLC and TAO Talents, LLC, dated

September 30, 2022 (31)

Agreement between TherapeuticsMD, Inc.

and Rubric Capital Management LP, dated October 28, 2022 (32)

Agreement by and among TherapeuticsMD, Inc., Sixth Street Specialty Lending, Inc., TOP IV Talents, LLC and TAO Talents, LLC, dated

October 28, 2022 (32)

Agreement by and between TherapeuticsMD, Inc.

License Agreement by and between TherapeuticsMD, Inc.

and Mayne Pharma LLC, dated December 4, 2022 (27)

Agreement by and between TherapeuticsMD, Inc.

Transaction Agreement by and between TherapeuticsMD, Inc.

and Mayne Pharma LLC, dated December 4, 2022 (27)

Amendment No.

1 to the License Agreement between TherapeuticsMD, Inc.

and Mayne Pharma LLC, dated as of December 30, 2022 (14)

Amendment No.

1 to the Transaction Agreement between TherapeuticsMD, Inc.

and Mayne Pharma LLC, dated as of December 30, 2022 (14)

and Restated Employment Agreement, dated as of December 18, 2018, by and between TherapeuticsMD, Inc.

Amended and Restated Employment Agreement, dated as of December 18, 2018, by and between TherapeuticsMD, Inc.

and Marlan Walker (14)

effective October 15, 2021, to the Employment Agreement, dated as of December 18, 2018, by and between TherapeuticsMD, Inc.

dated February 21, 2023, to the Employment Agreement, dated as of December 18, 2018, as extended effective October 15, 2021, by and

between TherapeuticsMD, Inc.

Amendment, effective October 15, 2021, to the Employment Agreement, dated as of December 18, 2018, by and between TherapeuticsMD, Inc.

and Marlan Walker (14)

Amendment, dated February 21, 2023, to the Employment Agreement, dated as of December 18, 2018, as extended effective October 15, 2021, by and between TherapeuticsMD, Inc.

and Marlan Walker (28)

Amendment, dated December 17, 2024, to the Employment Agreement, dated as of December 18, 2018, as extended effective February 21, 2023, by and between TherapeuticsMD, Inc.

and Marlan Walker (33)

Consulting and Services Agreement by and between TherapeuticsMD, Inc.

General Consulting and Services Agreement by and between TherapeuticsMD, Inc.

and MCD Consulting Management Services, LLC, dated February 21, 2023 (28)

21, 2023 (34)

Agreement, dated May 1, 2023, between TherapeuticsMD, Inc.

Subscription Agreement, dated May 1, 2023, between TherapeuticsMD, Inc.

and Rubric Capital Management LP (29)

Services Agreement, dated August 15, 2023, between TherapeuticsMD, Inc.

Master Services Agreement, dated August 15, 2023, between TherapeuticsMD, Inc.

and JZ Advisory Group (30)

Letter from Berkowitz Pollack Brant Advisors + CPAs to the Securities and Exchange Commission, dated January 20, 2026 (32)

Insider Trading Policy (33)

1 unchanged sentence

Consent of Berkowitz Pollack Brant

Consent of Carr, Riggs & Ingram, L.L.C.

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)

4 unchanged sentences

Policy on Recoupment of Incentive Compensation (31)

Inline XBRL Document Set for the consolidated financial

statements and accompanying notes in Part IV, Item 15(a), “Financial Statements and Financial Statements Schedules” of

this Annual Report on Form 10-K

Inline XBRL for the cover page of this Annual Report

on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set

Inline XBRL Document Set for the consolidated financial statements

and accompanying notes in Part IV, Item 15(a), “Financial Statements and Financial Statements Schedules” of this Annual Report

Inline XBRL for the cover page of this Annual Report on 10-K, included

in the Exhibit 101 Inline XBRL Document Set

Indicates a contract with management or compensatory

26 unchanged sentences

June 30, 2010 filed with the Commission on August 3, 2010 and incorporated herein by reference (SEC File No.

Filed as an exhibit to Form 10-Q for the quarter ended

June 30, 2023 filed with the Commission on August 14, 2023 and incorporated herein by reference (SEC File No.

Filed as an exhibit to Definitive 14C Information Statement

26 unchanged sentences

filed with the Commission on May 4, 2020 and incorporated herein by reference (SEC File No.

Filed as an exhibit to Form 8-K filed with the Commission

on February 24, 2012 and incorporated herein by reference (SEC File No.

Filed as an exhibit to Form 8-K filed with the Commission

on February 6, 2013 and incorporated herein by reference (SEC File No.

Filed as an exhibit to Form 10-Q for the quarter ended

10 unchanged sentences

June 30, 2019 filed with the Commission on August 9, 2019 and incorporated herein by reference (SEC File No.

Filed as an exhibit to Form 10-K for the year ended

December 31, 2021, filed with the Commission on March 23, 2022 and incorporated herein by reference (SEC File No.

Filed as an exhibit to Form 8-K filed with the Commission

on October 3, 2022 and incorporated herein by reference (SEC File No.

Filed as an exhibit to Form 8-K filed with the Commission

on October 31, 2022 and incorporated herein by reference (SEC File No.

Filed as an exhibit to Form 8-K filed with the Commission

on December 5, 2022 and incorporated herein by reference (SEC File No.

Filed as an exhibit to Form 8-K filed with the Commission

on February 27, 2023 and incorporated herein by reference (SEC SEC File No.

Filed as an appendix to the Definitive Proxy Statement

filed with the Commission on May 17, 2023 and incorporated herein by reference (SEC File No.

Filed as an exhibit to Form 10-Q for the quarter ended

September 30, 2023, filed with the Commission on November 14, 2023 and incorporated herein by reference (SEC File No.

Filed as an exhibit to Form 10-K for the year ended December 31, 2023

filed with the Commission on March 29, 2024 and incorporated herein by reference (SEC File No.

Filed as an exhibit to Form 8-K filed with the Commission on December 5, 2022 and incorporated herein by reference (SEC File No.

Filed as an exhibit to Form 8-K filed with the Commission on February 27, 2023 and incorporated herein by reference (SEC File No.

Filed as an appendix to the Definitive Proxy Statement filed with the Commission on May 17, 2023 and incorporated herein by reference (SEC File No.

Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2023, filed with the Commission on November 14, 2023 and incorporated herein by reference (SEC File No.

Filed as an exhibit to Form 10-K for the year ended December 31, 2023 filed with the Commission on March 29, 2024 and incorporated herein by reference (SEC File No.

Filed as an exhibit to Form 8-K filed with the Commission on January 20, 2026 and incorporated herein by reference (SEC File No.

Filed as an exhibit to Form 10-K for the year ended December 31, 2024 filed with the Commission on March 30, 2025 and incorporated herein by reference (SEC File No.

Form 10-K summary

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this 2024 10-K Report

to be signed on its behalf by the undersigned, thereunto duly authorized, on March 27, 2025.

THERAPEUTICSMD,

Pursuant to the requirements of Section 13 or 15(d) of the Securities

Exchange Act of 1934, the registrant has duly caused this 2025 10-K Report to be signed on its behalf by the undersigned, thereunto duly

authorized, on March 30, 2026.

THERAPEUTICSMD, INC.

Chief Executive Officer

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this 2024 10-K Report

to be signed on its behalf by the undersigned, thereunto duly authorized, on March 27, 2025.

Pursuant to the requirements of Section 13 or 15(d) of the Securities

Exchange Act of 1934, the registrant has duly caused this 2025 10-K Report to be signed on its behalf by the undersigned, thereunto duly

authorized, on March 30, 2026.

Chief Executive Officer

5 unchanged sentences

Justin Roberts

TO FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 213 ) F-2

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 52) F-4

Consolidated Balance Sheets F-5

Consolidated Statements of Operations F-6

Consolidated Statements of Stockholders’ Equity F-6

Consolidated Statements of Stockholders’ (Deficit) Equity F-7

Consolidated Statements of Cash Flows F-8

Notes to Consolidated Financial Statements F-9

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors and

2 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of TherapeuticsMD,

and Subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations,

stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes

(collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its

operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles

generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue

as a Going Concern

The accompanying consolidated financial statements have been prepared

assuming that the Company will continue as a going concern.

As discussed in Note 1 to the consolidated financial statements, the recent

change in operations and negative cash flow position along with other conditions as set forth in Note 1, raise substantial doubt about

the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in

We have audited the accompanying consolidated

balance sheet of TherapeuticsMD, Inc.

and Subsidiaries (the “Company”) as of December 31, 2025, and the related consolidated

statement of operations, stockholders’ equity, and cash flows the year then ended, and the related notes (collectively referred

to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all

material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows

for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

As described in Note 1, the Company previously

presented sublease income within general and administrative expenses in 2024.

In the current year, the Company has revised its presentation

to classify sublease income within other income.

Accordingly, the prior year presentation has been reclassified to conform to the current

year presentation.

Except for the effects of the retrospective presentation for this reclassification, we were not engaged to audit, review,

or apply any procedures to the financial position of the Company as of December 31, 2024, and the results of its operations and its cash

flows for the year then ended.

Other than as stated above, we do not express an opinion or any other form of assurance about whether such

financial position and the results of its operations and its cash flows as of and for the year ended December 31, 2024, have been fairly

Those balances were audited by the predecessor auditor.

Substantial Doubt about the Company’s

Ability to Continue as a Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the consolidated financial statements,

the recent change in operations and negative cash flow position along with other conditions as set forth in Note 1, raise substantial

doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the

Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based

on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and

are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules

and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal

control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial

statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)

(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material

misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as

evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provides a reasonable basis for

Our audit included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from

the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially

challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the

consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate

opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Acquisition of Net Working Capital

As described further in Note 1 to the consolidated financial statements,

the Company determined the acquisition of net working capital by Mayne Pharma, LLC in accordance with the Transaction Agreement.

The Transaction

Agreement included significant estimates, which are subject to change for a period of up to two years.

The Company received financial

claims from Mayne Pharma, LLC related to this agreement for amounts owed under the provisions of the Transaction Agreement related to

distributor fees, rebates and returns of licensed products.

The Company does not believe these claims are substantiated and thus, did

not record an amount due to the licensee as of December 31, 2024.

We identified the acquisition of net working capital as a critical audit

The principal consideration for our determination that the acquisition of net working capital pursuant to the provisions of the

Transaction Agreement as a critical audit matter is due to the significant estimates and judgements required by management when determining

the inputs and assumptions utilized in the development of the initial net working capital calculation included in the Transaction Agreement.

The subjectivity of the estimates increases the level of estimation uncertainty, auditor judgement and level of effort required to evaluate

management’s evidence supporting the projected final net working capital acquisition amount as it relates to the allowance for returns,

rebates and distributor fees, including assumptions that no further liability will be incurred.

Our audit procedures performed to address the critical matter included,

among others:

Review the letter sent to

the licensee in response to financial claims.

Review original Transaction

Agreement and subsequent amendments.

Review the rebates and returns analysis performed by

the Company, assess method utilized, calculation, and conclusion reached for reasonableness.

/s/ Berkowitz

Pollack Brant, Advisors + CPAs

We have served

as the Company’s auditor since 2023.

TherapeuticsMD,

The critical audit matters communicated below

are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated

to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and

(2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter

in any way our opinion on the consolidated financial statements taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Mayne Pharma, LLC Allowance for Rebates, Returns,

and Wholesale Distributor Fees

As described further in Note 1 to the consolidated

financial statements, the Company determined the acquisition of net working capital by Mayne Pharma, LLC in accordance with the Transaction

The Transaction Agreement included significant estimates, which are subject to change for a period of up to two years.

Company received financial claims from Mayne Pharma, LLC in the current year related to this agreement for amounts owed under the provisions

of the Transaction Agreement related to wholesale distributor fees, returns, rebates of licensed products.

The Company does not believe

these claims are substantiated and thus, did not record an amount due to the licensee as of December 31, 2025.

As disclosed in the consolidated

financial statements, the Company has filed a lawsuit against Mayne Pharma, LLC seeking damages for breach of contract, breach of the

implied covenant of good faith and fair dealing, fraudulent inducement, and unjust enrichment related to Mayne Pharma’s actions

in relation to the License Agreement and the Transaction Agreement, primarily relating to the net working capital allowances and certain

actions or inactions by Mayne Pharma, LLC relating thereto.

Mayne Pharma, LLC then filed a lawsuit against the Company seeking damages

for breach of contract and fraudulent inducement related to the Transaction Agreement.

We identified the estimated allowance for rebates,

returns, and wholesale distributor fees as a critical audit matter.

This determination was primarily driven by the subjectivity inherent

in the estimates, the significant auditor judgment involved, and the level of effort required to evaluate management’s supporting

This includes assessing key assumptions related to allowances for rebates, returns, and wholesale distributor fees, as well

as management’s assertion that no additional liabilities will be incurred.

Our audit procedures performed to address the

critical matter included, among others:

● Review the letters sent to the licensee in response

to financial claims.

● Review original Transaction Agreement and subsequent

● Review the rebates and returns analysis performed

by the Company, assess method utilized, calculation, and conclusion reached for reasonableness.

/s/ Carr, Riggs & Ingram, L.L.C.

We have served as the Company’s auditor since 2026.

Palm Beach Gardens, FL

March 30, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors and

Stockholders of TherapeuticsMD, Inc.

and Subsidiaries

Balance Sheets

thousands, except per share amounts)

of December 31,

Current assets:

and cash equivalents

receivable, current portion

and other current assets

assets of discontinued operations

Opinion on the Financial Statements

Substantial Doubt about the Company’s Ability to Continue

as a Going Concern

Basis for Opinion

TherapeuticsMD, Inc.

and Subsidiaries

Consolidated Balance Sheets

(In thousands, except per share amounts)

As of December 31,

Current assets:

rights and other intangible assets, net

of use assets, net

receivable, long term

non-current assets

and stockholders’ equity:

expenses and other current liabilities

liabilities of discontinued operations

Cash and cash equivalents

Royalty receivable, current portion

Prepaid and other current assets

Total current assets

License rights and other intangible assets, net

Right of use assets, net

Royalty receivable, long term

Other non-current assets

Liabilities and stockholders’ equity:

Current liabilities:

lease liabilities

non-current liabilities

and contingencies (Note 7)

Stockholders’

Accounts payable

Accrued expenses and other current liabilities

Current liabilities of discontinued operations

Total current liabilities

Operating lease liabilities

Other non-current liabilities

Total liabilities

Commitments and contingencies (Note 7)

Stockholders’ equity:

Common stock, par value $ 0.001 ;

32,000 and 32,000 shares authorized, 11,574 and 11,532 issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

paid-in capital

stockholders’ equity

liabilities and stockholders’ equity

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

TherapeuticsMD,

Additional paid-in capital

Accumulated deficit

Total stockholders’ equity

Total liabilities and stockholders’ equity

The accompanying notes are an integral part of

these consolidated financial statements.

TherapeuticsMD, Inc.

and Subsidiaries

Statements of Operations

thousands, except per share amounts)

ended December 31,

Consolidated Statements of Operations

(In thousands, except per share amounts)

Years ended December 31,

Revenue, net:

and service revenue

general and administrative

of long-lived assets (Note 4)

& amortization

License revenue

Operating expenses:

from operations

income (expense):

Miscellaneous

from continuing operations before income taxes

for income taxes

loss from continuing operations

(loss) from discontinued operations, net of income taxes

Loss per common share,

operations, net

loss per common share, basic

Loss per common share,

operations, net

loss per common share, diluted

Weighted average common

shares, basic

Weighted average common

shares, diluted

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

TherapeuticsMD,

General and administrative

Write-off and impairment of patents

Depreciation & amortization

Total operating expenses

Loss from operations

Other income (expense):

Interest income, net

Sublease income

Miscellaneous income

Total other income

Loss from continuing operations before income taxes

Income tax benefit

Net loss from continuing operations

Income from discontinued operations, net of income taxes

(Loss) income per common share, basic:

Continuing operations

Discontinued operations, net

Net loss per common share, basic

(Loss) income per common share, diluted:

Continuing operations

Discontinued operations, net

Net loss per common share, diluted

Weighted average common shares, basic

Weighted average common shares, diluted

The accompanying notes are an integral

part of these consolidated financial statements.

TherapeuticsMD, Inc.

and Subsidiaries

Statements of Stockholders’ Equity

Consolidated Statements of Stockholders’

(Deficit) Equity

(In thousands)

Balance, December 31, 2023

$ ( 939,363 )

issued for vested restricted stock units

issued for sale of common stock related to private placement sale

Share-based compensation

Balance, December 31, 2024

December 31, 2024

$ ( 951,822 )

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

TherapeuticsMD,

Share-based compensation

Balance, December 31, 2025

The accompanying notes are an integral part of

these consolidated financial statements.

TherapeuticsMD, Inc.

and Subsidiaries

Statements of Cash Flows

ended December 31,

Consolidated Statements of Cash Flows

(In thousands)

Years ended December 31,

Cash flows from operating activities:

Income (loss) from discontinued operations, net of tax

Income from discontinued operations, net of tax

Net loss from continuing operations

Adjustments to reconcile net loss to net cash

used in continuing operating activities:

Adjustments to reconcile net loss to net cash provided by continuing operating activities:

Depreciation and amortization

Impairment of long-lived

assets (Note 4)

Share-based payment compensation

Write-off and impairment of patents

Share-based payment compensation costs

Amortization of right of use assets

Changes in operating assets and liabilities:

Prepaid and other current

Prepaid and other current assets

Accounts payable

Accrued expenses and other

current liabilities

non-current liabilities

Accrued expenses and other current liabilities

Lease liabilities

Other non-current liabilities

Total adjustments

Net cash provided by

(used in) continuing operating activities

Cash flows from continuing financing activities:

from sale of common stock, net of costs

Net cash provided by

continuing financing activities

Net cash provided by continuing operating activities

Discontinued operations:

cash used in operating activities

Net cash used in discontinued

Net increase (decrease) in cash

Cash and restricted

cash - continuing operations, beginning of period

Total cash and restricted

cash, end of period

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

TherapeuticsMD,

Net cash used in operating activities

Net cash used in discontinued operations

Net increase in cash

Cash and cash equivalents - continuing operations, beginning of period

Total cash and cash equivalents, end of period

The accompanying notes are an integral part of

these consolidated financial statements.

TherapeuticsMD, Inc.

and Subsidiaries

to the Consolidated Financial Statements

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

TherapeuticsMD,

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

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

This 10-K 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

Solely for convenience, trademarks, trade names and service marks referred to in this 10-K 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.

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.

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 minimum 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.

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

Notes to the Consolidated Financial Statements

Business, basis of presentation, new accounting standards and

summary of significant accounting policies

TherapeuticsMD, Inc.

(the “Company”), a Nevada corporation,

and its consolidated subsidiaries are referred to collectively in this Annual Report on Form 10-K (“10-K Report”) as

“TherapeuticsMD,” “we,” “our” and “us.” This 10-K 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-K 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 agreed to 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

agreed to 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

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 agreed to pay

us minimum 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

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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.

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.

the transformation that included the Mayne License Agreement, all results associated with former commercial operations have been reflected

as discontinued operations in our consolidated financial statements.

Assets and liabilities associated with the commercial business are

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

Additional disclosures regarding

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

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

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,

all results associated with former commercial operations have been reflected as discontinued operations in our consolidated financial

Assets and liabilities associated with the commercial business are classified as assets and liabilities of discontinued operations

in our consolidated balance sheets.

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

financial statements.

We 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

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certain European countries and began commercialization efforts in those countries.

December 2024, we transferred the right to commercialize IMVEXXY and BIJUVA in Israel from Knight to Theramex.

In connection

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

Walker, our former General Counsel and current Chief Executive Officer) and all other employees was completed by December 31, 2022.

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.

of December 31, 2023 and 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, IT, legal, and regulatory matters and the continued wind-down of our historical business

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

as our Principal Financial and Accounting Officer.

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.

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.

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 .

In December 2024, we transferred the right to commercialize

IMVEXXY and BIJUVA in Israel from Knight to Theramex.

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, 2025 and 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, IT, 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 serves as our Principal Financial and Accounting Officer.

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 capital to provide additional liquidity to fund our operations.

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.

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.

There were no draw downs in 2024.

2024, the Company received Mayne Pharma’s calculation of the net working capital allowances for payer rebates and wholesale distributor

fees pursuant to the Transaction Agreement, which differed significantly from the Company’s estimate of the allowances.

continues to believe its estimated allowances for payer rebates and wholesale distributor fees are reasonable and intends to resolve

this matter through the processes permitted in the Transaction Agreement.

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

On November 15, 2023, Rubric drew 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 draw-down, before expenses.

In February 2024, the Company received Mayne Pharma’s calculation

of the net working capital allowances for payer rebates and wholesale distributor fees pursuant to the Transaction Agreement, which differed

significantly from the Company’s estimate of the allowances.

We continue to believe our estimated allowances for payer rebates

and wholesale distributor fees are reasonable.

In August 2024 and in February 2025, we also received information from Mayne Pharma pertaining

to the net working capital allowance for returns that differs significantly from our estimate of the allowance.

On April 8, 2025, we filed the Mayne Lawsuit seeking

damages for breach of contract, breach of the implied covenant of good faith and fair dealing, fraudulent inducement, and unjust enrichment

related to Mayne Pharma’s actions in relation to the License Agreement and the Transaction Agreement, primarily relating to the

net working capital allowances and certain actions or inactions by Mayne Pharma relating thereto.

On June 20, 2025, we filed an amended

complaint against Mayne Pharma and on July 22, 2025, Mayne Pharma filed a motion to dismiss the Mayne Lawsuit.

On March 23, 2026, a magistrate

judge recommended that the court grant-in-part and deny-in-part Mayne Pharma’s motion to dismiss.

The magistrate judge recommended granting

Mayne’s motion to dismiss our claims for breach of the covenant of good faith and fair dealing, certain of our breach of contract

claims and our claim for fraudulent inducement, but recommended the court grant us leave to amend the fraudulent inducement claim.

magistrate judge recommended denying Mayne’s motion to dismiss our other claims.

The magistrate judge further recommended the court

stay the Mayne Lawsuit while the parties submit the net working capital claims to a dispute resolution process.

The parties have 14 days

to object to these recommendations.

On May 30, 2025, Mayne Pharma filed the Mayne Countersuit seeking damages

for breach of contract and fraudulent inducement related to the Transaction Agreement.

As part of the Mayne Countersuit, Mayne Pharma

also made certain indemnification demands under the Transaction Agreement, which we dispute.

On July 28, 2025, we filed a motion to dismiss

the fraudulent inducement claim in the Mayne Countersuit.

On March 23, 2026, a magistrate judge recommended that the court grant our motion

to dismiss Mayne Pharma’s claim for fraudulent inducement, but recommended the court deny our motion to dismiss Mayne Pharma’s

other claims.

The parties have 14 days to object to this recommendation.

As of December 31, 2025, we believed no additional accrual was

required for such claims, as we could not reasonably estimate a range of loss.

The outcome of this matter is uncertain at this point.

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, particularly as the Company

believes the outcome of this matter to be intertwined with the resolution of the net working capital allowance for returns.

2024, the Company received information from Mayne Pharma pertaining to the net working capital allowance for returns that differs significantly

from the Company’s estimate of the allowance.

As of December 31, 2024, the Company believed no additional accrual was required

for amounts that may be owed for the allowance for returns under the Transaction Agreement.

The Company has not recorded any contingent

we cannot reasonably estimate a range of loss, and accordingly, we have not accrued any additional liability associated with Mayne Pharma’s

allowance calculation for payer rebates and wholesale distributor fees, particularly as we believe the outcome of this matter to be intertwined

with the resolution of the net working capital allowance for returns.

As of December 31, 2025, we also believed no additional accrual was

required for amounts that may be owed for the allowance for returns under the Transaction Agreement.

We have not recorded any contingent

gains or receivables for any such allowances.

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If Mayne Pharma’s sales of Licensed Products grow more slowly

than expected or decline, including as a result of Mayne Pharma Group’s pending sale to Cosette Pharmaceuticals, Inc., 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.

of presentation

The consolidated

financial statements and related notes include our parent company and all wholly owned subsidiaries.

The consolidated financial statements

are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

fiscal year-end is as of and for the year ended December 31st for each year presented.

All intercompany transactions among our businesses

have been eliminated.

the transformation and as a result of the Mayne Transaction, all results associated with former commercial operations have been reflected

as discontinued operations in the consolidated financial statements.

Assets and liabilities associated with the commercial business are

classified as assets and liabilities of discontinued operations in the consolidated balance sheet.

Additional disclosures regarding discontinued

operations are provided in Note 2 of these consolidated financial statements.

Certain amounts

in the notes to the consolidated financial statements may not add due to rounding.

Certain prior period amounts have been reclassified

to conform to current-period presentation.

accounting standards

of new accounting standards

As of December

2024, we have adopted Financial Accounting Standards Board (“FASB”) Update 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures” (“Update 2023-07”).

Accounting Standards Update 2023-07 applies to

all public entities that are required to report segment information in accordance with Topic 280.

The amendments in Update 2023-07 revise

reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The amendments

in Update 2023-07 do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies

the quantitative thresholds to determine its reportable segments.

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement - Reporting Comprehensive

Income (Topic 220):

Disaggregation of Income Statement Expenses.” The ASU requires additional disclosures by disaggregating the

costs and expense line items that are presented on the face of the income statement.

The disaggregation includes:

(i) amounts of purchased

inventory, employee compensation, depreciation, amortization, and other related costs and expenses;

(ii) an explanation of costs and expenses

that are not disaggregated on a quantitative basis;

and (iii) the definition and total amount of selling expenses.

ASU 2024-03 is effective

for our Annual Report on Form 10-K beginning in 2027 and subsequent interim reports.

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 consolidated 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

The consolidated financial statements and related notes include our

parent company and all wholly owned subsidiaries.

The consolidated financial statements are prepared in accordance with accounting principles

generally accepted in the United States of America (“U.S.

Our fiscal year-end is as of and for the year ended December

31st for each year presented.

All intercompany transactions among our businesses have been eliminated.

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

all results associated with former commercial operations have been reflected as discontinued operations in the consolidated financial

Assets and liabilities associated with the commercial business are classified as assets and liabilities of discontinued operations

in the consolidated balance sheets.

Additional disclosures regarding discontinued operations are provided in Note 2 of these consolidated

financial statements.

Certain amounts in the notes to the consolidated financial statements

may not add due to rounding.

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

New accounting standards

Recently Issued Accounting Standards – Adopted During the

As of December 2025, we have adopted the FASB issued ASU No.

“Income Taxes (Topic 740) - Improvements to Income Tax Disclosures.” ASU No.

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.

The Company adopted this accounting standard update for the year ended December 31,

Recently Issued Accounting Standards – Not Yet Adopted

In July 2025, the FASB issued Accounting Standards Update (“ASU”)

2025-05, “Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract

Assets,” which provides a practical expedient related to the estimation of expected credit losses for accounts receivable and current

contract assets that arise from transactions accounted for under Accounting Standards Codification (“ASC”) 606, “Revenue

Recognition.” ASU No.

2025-05 requires an entity to disclose whether it has elected to use the practical expedient.

An entity that

makes the accounting policy election is required to disclose the date through which subsequent cash collections are evaluated.

The requirements

2025-05 are effective for annual periods beginning after December 15, 2025, and interim periods beginning in the first quarter

Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued

or made available for issuance.

The Company does not expect a material change as a result of ASU No.

In November 2024, the FASB issued ASU No.

2024-03, “Income

Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40),” and in January 2025,

the FASB issued ASU No.

2025-01, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic

Clarifying the Effective Date.” ASU No.

2024-03 requires additional income statement disclosures, including the disaggregation

of specific categories of expenses underlying the line items presented on the income statement.

Additionally, ASU No.

2024-03 requires

enhanced disclosure of selling expenses.

As clarified by ASU No.

2025-01, the requirements of the guidance are effective for annual periods

beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

For the Company, annual

reporting requirements under ASU No.

2024-03 will be effective for its Annual Report on Form 10-K for the year ending December 31, 2027

and interim reporting requirements will be effective beginning in the first quarter of 2028.

Early adoption is permitted, and the amendments

should be applied on a prospective basis, however, retrospective application is permitted.

The Company is currently evaluating the impact

of this pronouncement on its consolidated financial statements and notes thereto.

In December 2025, the FASB issued ASU No.

2025-11, “Interim Reporting

Narrow-Scope Improvements.” ASU No.

2025-11 has three primary objectives:

to specify the form and content choices for

interim financial statements and accompanying notes;

to incorporate a comprehensive list of required interim disclosures;

and to introduce

a disclosure principle requiring entities to disclose events since the end of the previous annual reporting period that have a material

impact on the entity.

The amendments are not intended to change the fundamental nature of interim reporting or expand or reduce current

interim disclosure requirements.

The requirements of ASU No.

2025-11 are effective for public business entities for interim reporting

periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The ASU should be applied

prospectively.

Retrospective application is permitted for all prior periods presented in the financial statements.

The Company is evaluating

the impact of ASU 2024-03 on our financial reporting disclosures.

2023, the 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.

The amendments may be applied

either prospectively or retrospectively.

For the Company, the requirements of ASU No.

2025-11 will be effective beginning in the first

quarter of 2028.

The Company does not expect a material change as a result of ASU No.

Discontinued Operations

Discontinued operations comprise activities that were disposed of at

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the Company’s consolidated balance sheets as of December 31, 2025 and 2024.

For additional information, see Note 2 - Discontinued

and assumptions

The preparation

of 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 financial statements and

the reported amounts of revenue and expenses during the reporting period.

We evaluate our estimated 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.

and Restricted Cash

For the purpose

of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.

The carrying value of these investments approximates fair value.

cash at financial institutions that at times may exceed the Federal Deposit Insurance Corporation (“FDIC”) insured limits

of $ 250 thousand per bank.

We have never experienced any losses related to these funds.

Value Measurements

is the price to sell an asset or transfer a liability and therefore represents an exit price in the principal market (or in the absence

of a principal market, the most advantageous market).

It represents a market-based measurement that contemplates a hypothetical transaction

between market participants at the measurement date.

characteristics of an asset or liability and the availability of observable prices affect the number of valuation approaches and/or techniques

used in a fair value analysis.

We measure fair value using observable and unobservable inputs.

We give the highest priority to quoted

prices (unadjusted) in active markets for identical assets or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs

(Level 3 inputs).

the following fair value hierarchy:

For additional information, see Note 2.

Estimates and assumptions

The preparation of consolidated financial statements in conformity

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 financial statements and the reported amounts of revenue and expenses during

the reporting period.

We evaluate our estimated 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.

Cash and Cash Equivalents

For the purpose of the consolidated statements of cash flows, short-term,

highly liquid investments that are readily convertible to known amounts of cash and so near their maturity that they present insignificant

risk of changes in value because of changes in interest rates.

We maintain cash at financial institutions that at times may exceed

the Federal Deposit Insurance Corporation (“FDIC”) insured limits of $ 250 thousand per bank.

We have never experienced any

losses related to these funds.

Fair Value Measurements

Fair value is the price to sell an asset or transfer a liability and

therefore represents an exit price in the principal market (or in the absence of a principal market, the most advantageous market).

represents a market-based measurement that contemplates a hypothetical transaction between market participants at the measurement date.

The unique characteristics of an asset or liability and the availability

of observable prices affect the number of valuation approaches and/or techniques used in a fair value analysis.

We measure fair value

using observable and unobservable inputs.

We give the highest priority to quoted prices (unadjusted) in active markets for identical

assets or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3 inputs).

We apply the following fair value hierarchy:

Level 1 - Quoted prices (unadjusted) in active markets

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Level 3 - Inputs that are unobservable.

amount of our cash, restricted cash, accounts receivable, accounts payable and accrued expenses approximate their fair value because

of the short-term maturity of such instruments, which are considered Level 1 under the fair value hierarchy.

rights and other intangibles assets

license rights and other intangible assets at cost, which includes external costs, consisting primary of legal costs, incurred in securing

our patents and trademarks.

assets subject to amortization, such as patents, are amortized over the useful life of the patent using the straight-line method.

the patent is not successfully granted, we write off any capitalized patent costs at that time.

Intangible assets not subject to amortization,

such as trademarks, are perpetual and have indefinite lives.

license rights and other intangible assets subject to amortization on a periodic basis to determine whether events and circumstances

would indicate impairment or warrant a revision to their remaining useful lives.

We assess other intangible assets not subject to amortization

for potential impairment semi-annually during the second and fourth quarter of each year, or more frequently if events occur or circumstances

change that would more likely than not reduce the fair value of the intangible assets below their carrying value.

and operate as one business, which prior to December 2022 was focused on creating and commercializing products targeted exclusively for

women and after we signed Mayne License Agreement, is focused on collecting royalties from licensing our products.

Our business is led

by our chief executive officer, who is our Chief Operating Decision Maker (“CODM”).

We do not operate separate lines of business

with respect to any of our products, and we do not prepare discrete financial information with respect to separate products.

we view our business as one reportable operating segment.

the amount of revenue to be recognized through application of the following steps:

The carrying amount of our cash, cash equivalents, accounts receivable,

accounts payable and accrued expenses approximate their fair value because of the short-term maturity of such instruments, which are considered

Level 1 under the fair value hierarchy.

License rights and other intangibles assets

We record license rights and other intangible assets at cost, which

includes external costs, consisting primary of legal costs, incurred in securing our patents and trademarks.

Intangible assets subject to amortization, such as patents, are amortized

over the useful life of the patent using the straight-line method.

If the patent is not successfully granted, we write off any capitalized

patent costs at that time.

Intangible assets not subject to amortization, such as trademarks, are perpetual and have indefinite lives.

We review license rights and other intangible assets subject to amortization

on a periodic basis to determine whether events and circumstances would indicate impairment or warrant a revision to their remaining

useful lives.

We assess other intangible assets not subject to amortization for potential impairment semi-annually during the second

and fourth quarter of each year, or more frequently if events occur or circumstances change that would more likely than not reduce the

fair value of the intangible assets below their carrying value.

Segment reporting

We manage and operate as one business, which prior to December 2022

was focused on creating and commercializing products targeted exclusively for women and after we signed Mayne License Agreement, is focused

on collecting royalties from licensing our products.

Our business is led by our chief executive officer, who is our Chief Operating Decision

Maker (“CODM”).

We do not operate separate lines of business with respect to any of our products, and we do not prepare discrete

financial information with respect to separate products.

Accordingly, we view our business as one reportable operating segment.

Revenue recognition

We determine the amount of revenue to be recognized through application

of the following steps:

Identification of the contract with a customer;

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Recognition of revenue when or as we satisfy the performance

A performance

obligation is a promise in a contract to transfer a product or service to a customer.

A good or service is considered to be transferred

when the customer receives the goods or service or obtains control, and we treat shipping as a fulfillment activity rather than as a

separate obligation.

We generally recognize revenue at a point in time when all of our performance obligations under the terms of a contract

are satisfied.

Revenue is recognized upon transfer of control of promised products or services in an amount that reflects the consideration

we expect to receive in exchange for those products or services.

The collectability of consideration on the contract is reasonably assured

before revenue is recognized.

To the extent that customer payment has been received before all recognition criteria are met, these revenues

are initially deferred in other accruals on the balance sheet and the revenue is recognized in the period that all recognition criteria

have been met.

License arrangements

may consist of non-refundable upfront license fees, exclusive licensed rights to patented or patent pending technology, and various performance

or sales milestones and future product royalty payments.

A performance obligation is a promise in a contract to transfer a

product or service to a customer.

A good or service is considered to be transferred when the customer receives the goods or service or

obtains control, and we treat shipping as a fulfillment activity rather than as a separate obligation.

We generally recognize revenue

at a point in time when all of our performance obligations under the terms of a contract are satisfied.

Revenue is recognized upon transfer

of control of promised products or services in an amount that reflects the consideration we expect to receive in exchange for those products

The collectability of consideration on the contract is reasonably assured before revenue is recognized.

To the extent that

customer payment has been received before all recognition criteria are met, these revenues are initially deferred in other accruals on

the balance sheet and the revenue is recognized in the period that all recognition criteria have been met.

Under ASC 606 Revenue from Contracts with Customers, a royalty receivable

is recorded when the underlying sales or usage has occurred and the company has an unconditional right to payment (i.e., only the passage

of time is required).

It is measured at the amount expected to be collected, subject to an allowance for expected credit losses under

ASC 326 Current Expected Credit Losses, and is included in Royalty receivable, current portion on the consolidated balance sheets.

License revenue

License arrangements may consist of non-refundable upfront license

fees, exclusive licensed rights to patented or patent pending technology, and various performance or sales milestones and future product

royalty payments.

Some of these arrangements may include multiple performance obligations.

Non-refundable

up-front fees that are not contingent on any future performance by us, and do not require continuing involvement on our part, are recognized

as revenue when the right to use functional intellectual property is transferred to the customer.

30, 2022, we granted an exclusive license to commercialize our prescription products and assigning the Company’s exclusive license

to commercialize ANNOVERA to Mayne Pharma, which resulted in a business shift that had a major effect on our operations and financial

As part of the transformation that included the Mayne License Agreement, all results associated with former commercial operations

have been reflected as discontinued operations in the Company’s consolidated financial statements for all periods prior to the

Closing Date.

As of December 31, 2022, we are no longer directly engaged in the sale of prescription products.

terms of the Mayne License Agreement, we received $ 140 million at closing and we are eligible to receive additional payments in the aggregate

of up to an additional $ 30 million, based on the achievement of sales milestones (collectively, the “Milestone Amounts”).

The proceeds at closing were allocated between consideration for the sale of ANNOVERA and the initial license fee for the Licensed Products,

as the sale of ANNOVERA was accounted for under ASC 610-20, Gains and Losses from Derecognition of Nonfinancial Assets in arriving at

the gain on disposal (see Note 2), while the license grant of the other products were recognized under the provisions of ASC 606, Revenue

from Contracts with Customers, as a license of functional intellectual property.

The proceeds were allocated among the Licensed Products

on the relative net present value of forecasted future product sales from those products.

The Milestone Amounts will be recognized, as

applicable, in subsequent periods based on actual product sales that exceed the respective net sales milestones as such variable consideration

is constrained by the occurrence of the subsequent sales.

revenue in 2024 and 2023 primarily related to royalties provided for under the Mayne License Agreement based on Mayne Pharma’s

sales of the licensed products subject to that agreement.

Under the Mayne License Agreement, the Company is entitled to earn royalties

on net sales of all of the Licensed Products at a royalty rate of (i) 8 % on the first $ 80 million of net sales of the Licensed Products

and (ii) 7.5 % on net sales of all of the Licensed Products after the first $ 80 million of net sales.

The royalty rate is subject to a

2 % reduction upon the earlier to occur of (i) the expiration or revocation of the last valid claim covering a Licensed Product, and (ii)

a generic product launch (a “LOE”).

We are entitled to minimum annual royalties beginning with the year ending December 31,

2023 ($ 3 million annual minimum) and continuing with 3 % annual increases through the year ending December 31, 2034 (the “Minimum

Annual Royalty”).

The total Minimum Annual Royalty we are entitled to is $ 42.6 million, and this total amount was allocated among

the Licensed Products on the relative net present value of forecasted future product sales from those products.

The portion allocated

to consideration for the sale of ANNOVERA was attributed towards the gain on disposal of that asset.

For the remaining portion allocated

to the license grants for the other products, we determined that the minimum guarantee underlying the Minimum Annual Royalty should be

treated as fixed consideration and recognized under ASC 606 at the point in time when the license was transferred.

Since the Minimum

Annual Royalty will be received in annual installments through 2034, we determined the transaction price allocated under ASC 606 contained

a significant financing component, and we therefore determined the initial royalty revenue and corresponding receivable based on the

present value of the allocated Minimum Annual Royalty.

The present value was calculated using a discount rate of 10.45 %, based on the

credit characteristics of Mayne Pharma and the timing of future payments, and the value will be accreted to full value through the earlier

of January 1, 2034, or a LOE.

This royalty receivable is a contract asset as of December 31, 2023 and 2024, and is further subject to

offset by Mayne Pharma (see J.

Non-refundable up-front fees that are not

contingent on any future performance by us, and do not require continuing involvement on our part, are recognized as revenue when the

right to use functional intellectual property is transferred to the customer.

On December 30, 2022, we granted an exclusive license to commercialize

our prescription products and assigning the Company’s exclusive license to commercialize ANNOVERA to Mayne Pharma, which resulted

in a business shift that had a major effect on our operations and financial results.

As part of the transformation that included the Mayne

License Agreement, all results associated with former commercial operations have been reflected as discontinued operations in the Company’s

consolidated financial statements for all periods prior to the Closing Date.

Since December 31, 2022, we are no longer directly engaged

in the sale of prescription products.

Under the terms of the Mayne License Agreement, we received $ 140 million

at closing and we are eligible to receive additional payments in the aggregate of up to an additional $ 30 million, based on the achievement

of sales milestones (collectively, the “Milestone Amounts”).

The proceeds at closing were allocated between consideration

for the sale of ANNOVERA and the initial license fee for the Licensed Products, as the sale of ANNOVERA was accounted for under ASC 610-20,

Gains and Losses from Derecognition of Nonfinancial Assets in arriving at the gain on disposal (see Note 2), while the license grant

of the other products were recognized under the provisions of ASC 606, Revenue from Contracts with Customers, as a license of functional

intellectual property.

The proceeds were allocated among the Licensed Products on the relative net present value of forecasted future

product sales from those products.

The Milestone Amounts will be recognized, as applicable, in subsequent periods based on actual product

sales that exceed the respective net sales milestones as such variable consideration is constrained by the occurrence of the subsequent

Our royalty revenue in 2025 and 2024 primarily related to royalties provided

for under the Mayne License Agreement based on Mayne Pharma’s sales of the licensed products subject to that agreement.

Mayne License Agreement, the Company is entitled to earn royalties on net sales of all of the Licensed Products at a royalty rate of (i)

8 % on the first $ 80 million of net sales of the Licensed Products and (ii) 7.5 % on net sales of all of the Licensed Products after the

first $ 80 million of net sales.

The royalty rate is subject to a 2 % reduction upon the earlier to occur of (i) the expiration or revocation

of the last valid claim covering a Licensed Product, and (ii) a generic product launch (a “LOE”).

We are entitled to minimum

annual royalties beginning with the year ending December 31, 2023 ($ 3 million annual minimum) and continuing with 3 % annual increases

through the year ending December 31, 2034 (the “Minimum Annual Royalty”).

The total Minimum Annual Royalty we are entitled

to is $ 42.6 million, and this total amount was allocated among the Licensed Products on the relative net present value of forecasted future

product sales from those products.

The portion allocated to consideration for the sale of ANNOVERA was attributed towards the gain on

disposal of that asset.

For the remaining portion allocated to the license grants for the other products, we determined that the minimum

guarantee underlying the Minimum Annual Royalty should be treated as fixed consideration and recognized under ASC 606 at the point in

time when the license was transferred.

Since the Minimum Annual Royalty will be received in annual installments through 2034, we determined

the transaction price allocated under ASC 606 contained a significant financing component, and we therefore determined the initial royalty

revenue and corresponding receivable based on the present value of the allocated Minimum Annual Royalty.

The present value was calculated

using a discount rate of 10.45 %, based on the credit characteristics of Mayne Pharma and the timing of future payments, and the value

will be accreted to full value through the earlier of January 1, 2034, or a LOE.

This royalty receivable is a contract asset as of December

31, 2025 and 2024, and is further subject to offset by Mayne Pharma (see J.

Contract Assets and Liabilities below).

Royalty revenue

earned in excess of the Minimum Annual Royalty will be recognized under ASC 606, which provides revenue recognition constraints by requiring

the recognition of revenue at the later of the following:

1) when the subsequent sale occurs or 2) when the performance obligation to

which some or all of the sales-based royalty has been allocated has been satisfied (or partially satisfied).

We applied the royalty recognition

constraint required under the guidance for sales-based royalties, which requires a sales-based royalty to be recorded no sooner than

the underlying sale.

Therefore, royalties on sales of products commercialized by Mayne Pharma will be recognized in the subsequent periods

that the Licensed Products are sold.

we recorded BIJUVA license sales of $ 443 thousand made through the Theramex License Agreement, BIJUVA and IMVEXXY license sales of $ 195

thousand through the Knight License Agreement and $ 1,123 thousand pertaining to our licensed products with Mayne Pharma, which was recognized

as license revenue.

Additionally, we recognized $ 1,083 thousand in other income pertaining to royalty sales of ANNOVERA.

we recorded BIJUVA license sales of $ 268 thousand made through the Theramex License Agreement and $ 1,003 thousand pertaining to our licensed

products with Mayne Pharma, which was recognized as license revenue.

Additionally, we recognized $ 490 thousand in other income pertaining

to royalty sales of ANNOVERA.

Assets and Liabilities

Royalty revenue earned in excess of the Minimum Annual Royalty will

be recognized under ASC 606, which provides revenue recognition constraints by requiring the recognition of revenue at the later of the

1) when the subsequent sale occurs or 2) when the performance obligation to which some or all of the sales-based royalty has

been allocated has been satisfied (or partially satisfied).

We applied the royalty recognition constraint required under the guidance

for sales-based royalties, which requires a sales-based royalty to be recorded no sooner than the underlying sale.

Therefore, royalties

on sales of products commercialized by Mayne Pharma will be recognized in the subsequent periods that the Licensed Products are sold.

In 2025, we recorded BIJUVA license sales of $ 632 thousand made through

the Theramex License Agreement, BIJUVA and IMVEXXY license sales of $ 598 thousand through the Knight License Agreement and $ 1,791 thousand

pertaining to our licensed products with Mayne Pharma, which was recognized as license revenue.

Additionally, we recognized $ 1,291 thousand

in other income pertaining to royalty sales of ANNOVERA.

In 2024, we recorded BIJUVA license sales of $ 443 thousand made through

the Theramex License Agreement, BIJUVA and IMVEXXY license sales of $ 195 thousand through the Knight License Agreement and $ 1,123 thousand

pertaining to our licensed products with Mayne Pharma, which was recognized as license revenue.

Additionally, we recognized $ 1,083 thousand

in other income pertaining to royalty sales of ANNOVERA.

Contract Assets and Liabilities

assets totaling $ 17,238 thousand and $ 19,572 thousand as of December 31, 2025 and 2024, respectively, include royalties recognized from

1 unchanged sentence

Revenue Recognition above).

payment awards

for share-based payment awards on a fair value basis of the equity instrument issued.

Under fair value accounting, the grant-date fair

value of the share-based payment award is amortized as compensation expense, on a straight-line basis, over the service period (generally,

the vesting period) for both graded and cliff vesting awards.

Share-based payment awards

We account for share-based payment awards on a fair value basis of

the equity instrument issued.

Under fair value accounting, the grant-date fair value of the share-based payment award is amortized as

compensation expense, on a straight-line basis, over the service period (generally, the vesting period) for both graded and cliff vesting

We have elected to account for forfeitures as they occur.

of authorized shares

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.

are accounted for under the asset and liability method.

Under this method, deferred tax assets and liabilities are recognized for the

future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities

and their respective tax bases, and operating loss and income tax credit carryforwards.

Deferred tax assets and liabilities are measured

using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to

be recovered or settled.

The effect on deferred tax assets and liabilities of a change in income tax rates is recorded as a component

of the income tax provision in the period that includes the enactment date.

Regular assessments

are made on the likelihood that our deferred tax assets will be recovered from our future taxable income.

Our evaluation is based on

estimates, assumptions, and includes an analysis of available positive and negative evidence, giving weight based on the evidence’s

relative objectivity.

Sources of positive evidence include estimates of future taxable income, future reversal of existing taxable temporary

differences, taxable income in carryback years, and available tax planning strategies.

Sources of negative evidence include current and

cumulative losses in recent years, losses expected in early future years, any history of operating losses or tax credit carryforwards

expiring unused, and unsettled circumstances that, if unfavorably resolved, would adversely affect future profit levels.

The remaining

carrying value of our deferred tax assets, after recording the valuation allowance on our deferred tax assets, is based on our present

belief that it is more likely than not that we will be able to generate sufficient future taxable income to utilize such deferred tax

The amount of the remaining deferred tax assets considered recoverable could be adjusted if our estimates of future taxable income

during the carryforward period change favorably or unfavorably.

To the extent we believe that it is more likely than not that some or

all the remaining deferred tax assets will not be realized, we must establish a valuation allowance against those deferred tax assets,

resulting in additional income tax expense in the period such determination is made.

To the extent a valuation allowance currently exists,

we will continue to monitor all positive and negative evidence until we believe it is more likely than not that it is no longer necessary,

resulting in an income tax benefit in the period such determination is made.

is to recognize both interest and penalties related to uncertain tax positions as part of the income tax provision.

Significant judgment

is required in evaluating our tax positions, and in determining our provisions for income taxes, our deferred tax assets and liabilities

and any valuation allowance recorded against our net deferred tax assets.

We establish reserves when, despite our belief that the income

tax return positions are fully supportable, certain positions are likely to be challenged and we may ultimately not prevail in defending

those positions.

per common share

Basic earnings

or loss per common share is computed by dividing net income or loss available to common stockholders by the sum of the weighted average

number of shares of common stock.

Diluted earnings per common share is computed by dividing net income available to common stockholders

by the sum of the weighted average number of shares of common stock and the number of additional shares of common stock that would have

been outstanding if our outstanding potentially dilutive securities had been issued.

Potentially dilutive securities include awards of

non-vested or vested and not settled restricted stock units, performance stock units where the performance requirements have been met

and not settled, warrants and options.

The dilutive effect of potentially dilutive securities is reflected in diluted earnings per common

share by application of the treasury stock method, except if its impact is anti-dilutive.

Under the treasury stock method, an increase

in the fair market value of our common stock can result in a greater dilutive effect from potentially dilutive securities.

if an arrangement is a lease at inception.

Determining whether a contract contains a lease includes judgment regarding whether the contract

conveys the right to control the use of identified property or equipment for a period of time in exchange for consideration.

for our lease-related assets and liabilities based on their classification as operating leases or finance leases, following the relevant

accounting guidance.

For all the lessee arrangements, we have elected an accounting policy to combine non-lease components with the related-lease

components and treat the combined items as a lease for accounting purposes.

We measure lease related assets and liabilities based on

the present value of lease payments, including in-substance fixed payments, variable payments that depend on an index or rate measured

at the commencement date, and the amount we believe is probable we will pay the lessor under residual value guarantees when applicable.

We discount lease payments based on our estimated incremental borrowing rate at lease commencement (or modification), which is primarily

based on our estimated credit rating, the lease term at commencement, and the contract currency of the lease arrangement.

We have elected

to exclude short-term leases (leases with an original lease term less than one year) from the measurement of lease-related assets and

We test right-of-use

assets in an operating or finance lease at the asset group level (because these assets are long-lived nonfinancial assets and should

be accounted for the same way as other long-lived nonfinancial assets) whenever events or changes in circumstances indicate that the

carrying amount of an asset may not be recoverable.

our unoccupied facilities to third parties.

Any impairment to the associated right-of-use asset, leasehold improvements, or other assets

as a result of the sublease is recognized in the period when a decision to sublease is made and recorded in our consolidated statement

of operations.

We recognize sublease income on a straight-line basis over the sublease term.

Contingencies

In determining

whether an accrual for a loss contingency is required, we first assess the likelihood of occurrence of the future event or events that

will confirm the loss.

When a loss is probable (the future event or events are likely to occur) and the amount of the loss can be reasonably

estimated, the estimated loss is accrued.

If the reasonable estimate of the loss is a range and an amount within the range appears to

be a better estimate than any other amount within the range, that amount should be accrued.

However, if no amount within the range is

a better estimate, the minimum amount in the range should be accrued.

When a loss is reasonably possible (the chance of the future event

or events occurring is more than remote but less than likely), no accrual is recognized.

The Company accounts for share-based compensation in accordance with

ASC 718 Stock Compensation US GAAP.

Compensation expense is recognized over the requisite service period based on the grant-date fair

value of the awards.

The fair value of stock options and warrants is estimated on the grant date using the Black-Scholes option pricing

model, which requires the use of certain assumptions, including expected volatility, expected term, risk-free interest rate, and expected

Increase of authorized shares

On 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.

On December 15, 2025, the Company’s stockholders approved an

amendment to the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of Common

Stock from 32 million shares to 640 million shares.

The Certificate of Amendment was filed with the Secretary of State of Nevada on January

Income taxes are accounted for under the asset and liability method.

Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between

the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and income

tax credit carryforwards.

Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable

income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and

liabilities of a change in income tax rates is recorded as a component of the income tax provision in the period that includes the enactment

Regular assessments are made on the likelihood that our deferred tax

assets will be recovered from our future taxable income.

Our evaluation is based on estimates, assumptions, and includes an analysis

of available positive and negative evidence, giving weight based on the evidence’s relative objectivity.

Sources of positive evidence

include estimates of future taxable income, future reversal of existing taxable temporary differences, taxable income in carryback years,

and available tax planning strategies.

Sources of negative evidence include current and cumulative losses in recent years, losses expected

in early future years, any history of operating losses or tax credit carryforwards expiring unused, and unsettled circumstances that,

if unfavorably resolved, would adversely affect future profit levels.

The remaining carrying value of our deferred tax assets, after recording

the valuation allowance on our deferred tax assets, is based on our present belief that it is more likely than not that we will be able

to generate sufficient future taxable income to utilize such deferred tax assets.

The amount of the remaining deferred tax assets considered

recoverable could be adjusted if our estimates of future taxable income during the carryforward period change favorably or unfavorably.

To the extent we believe that it is more likely than not that some or all the remaining deferred tax assets will not be realized, we

must establish a valuation allowance against those deferred tax assets, resulting in additional income tax expense in the period such

determination is made.

To the extent a valuation allowance currently exists, we will continue to monitor all positive and negative evidence

until we believe it is more likely than not that it is no longer necessary, resulting in an income tax benefit in the period such determination

Our policy is to recognize both interest and penalties related to

uncertain tax positions as part of the income tax provision.

Significant judgment is required in evaluating our tax positions, and in

determining our provisions for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our

net deferred tax assets.

We establish reserves when, despite our belief that the income tax return positions are fully supportable, certain

positions are likely to be challenged and we may ultimately not prevail in defending those positions.

Earnings per common share

Basic earnings or loss per common share is computed by dividing net

income or loss available to common stockholders by the sum of the weighted average number of shares of common stock.

Diluted earnings

per common share is computed by dividing net income available to common stockholders by the sum of the weighted average number of shares

of common stock and the number of additional shares of common stock that would have been outstanding if our outstanding potentially dilutive

securities had been issued.

Potentially dilutive securities include awards of non-vested or vested and not settled restricted stock units,

performance stock units where the performance requirements have been met and not settled, warrants and options.

The dilutive effect of

potentially dilutive securities is reflected in diluted earnings per common share by application of the treasury stock method, except

if its impact is anti-dilutive.

Under the treasury stock method, an increase in the fair market value of our common stock can result

in a greater dilutive effect from potentially dilutive securities.

We determine if an arrangement is a lease at inception.

whether a contract contains a lease includes judgment regarding whether the contract conveys the right to control the use of identified

property or equipment for a period of time in exchange for consideration.

We account for our lease-related assets and liabilities based on their

classification as operating leases or finance leases, following the relevant accounting guidance.

For all the lessee arrangements, we

have elected an accounting policy to combine non-lease components with the related-lease components and treat the combined items as a

lease for accounting purposes.

We measure lease related assets and liabilities based on the present value of lease payments, including

in-substance fixed payments, variable payments that depend on an index or rate measured at the commencement date, and the amount we believe

is probable we will pay the lessor under residual value guarantees when applicable.

We discount lease payments based on our estimated

incremental borrowing rate at lease commencement (or modification), which is primarily based on our estimated credit rating, the lease

term at commencement, and the contract currency of the lease arrangement.

We have elected to exclude short-term leases (leases with an

original lease term less than one year) from the measurement of lease-related assets and liabilities.

We test right-of-use assets in an operating or finance lease at the

asset group level (because these assets are long-lived nonfinancial assets and should be accounted for the same way as other long-lived

nonfinancial assets) whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

We sublease our unoccupied facilities to third parties.

Any impairment

to the associated right-of-use asset, leasehold improvements, or other assets as a result of the sublease is recognized in the period

when a decision to sublease is made and recorded in our consolidated statements of operations.

We recognize sublease income on a straight-line

basis over the sublease term.

Certain prior period continuing operation amounts have been revised

due to an immaterial error in prior year presentation.

Prior to 2025, sublease income of $ 1,352 thousand was presented with general administrative

expenses on the consolidated statements of operations.

Beginning in 2025, the Company presented sublease income as a component of Other

Income (expense) on the Consolidated Statements of Operations to better reflect the nature of the income.

Accordingly, prior period amounts

for the year ended December 31, 2024, have been reclassified to conform with current year presentation.

This revision had no effect on

previously reported net loss or per share amounts.

Loss Contingencies

In determining whether an accrual for a loss contingency is required,

we first assess the likelihood of occurrence of the future event or events that will confirm the loss.

When a loss is probable (the future

event or events are likely to occur) and the amount of the loss can be reasonably estimated, the estimated loss is accrued.

If the reasonable

estimate of the loss is a range and an amount within the range appears to be a better estimate than any other amount within the range,

that amount should be accrued.

However, if no amount within the range is a better estimate, the minimum amount in the range should be

When a loss is reasonably possible (the chance of the future event or events occurring is more than remote but less than likely),

no accrual is recognized.

See Note 7 for more information.

Restructuring

no restructuring costs incurred during the years ended December 31, 2024 and 2023.

December 31, 2023, $ 2,459 thousand of restructuring costs were included in current liabilities of discontinued operations in the

accompanying consolidated balance sheet.

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.

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 consolidated

statements of operations for all periods presented.

We have not 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 consolidated balance

sheets as of December 31, 2024 and 2023.

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 7 for a further discussion of net working capital contingencies.

following table presents results of discontinued operations (in thousands):

ended December 31,

and administrative

operating expenses

loss from discontinued operations

on disposal of assets

Income (expense), net

other income (expense), net

income (loss) from discontinued operations

The following

table presents the carrying amounts of the classes of assets and liabilities of discontinued operations (in thousands):

of December 31,

expenses and other current liabilities

and other current assets

and other current assets consisted of the following (in thousands):

and other current assets

rights and other intangible assets

The following

provides information about our license rights and other intangible assets, net (in thousands):

of December 31, 2024

of December 31, 2023

assets subject to amortization:

therapy drug patents

therapy drug patents applied and pending approval

assets subject to amortization

assets not subject to amortization:

Trademarks/trade

in continuing operations, amortization expense related to patents of $ 509.1 thousand for 2024 and $ 844.2 thousand for 2023, of which

$ 483.5 thousand is accelerated amortization as a result of a review of our intangible assets.

The Company conducts regular reviews of the individual patents and

As a result of this review and also based on input from its licensing partners, in the three 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 $ 1,268 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 for the twelve months ended December 31, 2024.

the year ending December 31, 2023, we did not impair any of our hormone therapy drug patent assets.

Our intangible

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

Revisions and Reclassifications

Certain prior period continuing operation amounts have been revised

due to an immaterial error in prior year presentation.

Prior to 2025, sublease income of $ 1,352 thousand was presented with general administrative

expenses on the consolidated statements of operations.

Beginning in 2025, the Company presented sublease income as a component of Other

Income (expense) on the Consolidated Statements of Operations to better reflect the nature of the income.

Accordingly, prior period amounts

for the year ended December 31, 2024, have been reclassified to conform with current year presentation.

This revision had no effect on

previously reported net loss or per share amounts.

Certain prior period continuing operation amounts have been reclassified

to conform with current period presentation.

Interest Income and Interest Expense were historically presented within Miscellaneous Income

and beginning this year, are separately presented as a component of Other Income (expense).

Accordingly, prior period amounts for the

year ended December 31, 2024, have been reclassified to conform with current year presentation.

These reclassifications had no effect

on previously reported net loss or per share amounts.

Additionally on the Consolidated Statement of Cash Flows, we have separately

presented changes in operating lease liabilities beginning in 2025 and have reclassified amounts pertaining to amortization of right-of-use

assets within net cash provided by continuing operating activities.

Accordingly, prior period amounts for the year ended December 31,

2024, have been reclassified to conform with current year presentation and had no effect on previously reported net cash provided by continuing

operating activities.

Amounts within the footnotes to the Consolidated Financial Statements,

Prepaid and other current assets and Note 5.

Accrued expenses and other current liabilities, have been reclassified for presentation

purposes only.

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 consolidated statements of operations for all periods presented.

not 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 consolidated balance sheets as of December 31, 2025 and 2024.

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 7 for

a further discussion of net working capital contingencies.

The following table presents results of discontinued operations

(in thousands):

Years ended December 31,

General and administrative expenses

Operating loss from discontinued operations

Gain on disposal of assets

Other income, net

Total other income, net

Net income from discontinued operations

The following table presents the carrying amounts of the classes of liabilities

of discontinued operations (in thousands):

As of December 31,

Accrued expenses and other current liabilities

Prepaid and other current assets

Our prepaid and other current assets consisted of the following (in

Capitalized legal

Rent Receivable

Total prepaid and other current assets

Licensed rights and other intangible assets

The following provides information about our license rights and other

intangible assets, net (in thousands):

As of December 31, 2025

As of December 31, 2024

Intangible assets subject to amortization:

Hormone therapy drug patents

Hormone therapy drug patents applied and pending approval

Intangible assets subject to amortization

Intangible assets not subject to amortization:

Trademarks/trade name rights

Intangible assets, net

We recorded, in continuing operations, amortization expense related

to patents of $ 384 thousand for 2025 and $ 509 thousand for 2024.

We conduct regular reviews of the individual patents and portfolios.

During the year ended December 31, 2025, we recorded $ 176 thousand in write-off of patents pending approval as result of our review.

recognized an impairment loss of $ 1,268 thousand related to those abandoned patents and applications.

Our intangible assets subject to amortization are expected to be amortized

as follows (in thousands):

Year ending December 31,

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):

As of December 31,

4 unchanged sentences

Accrued expenses and other current liabilities

no advertising costs in 2024 and 2023.

and financing costs

in miscellaneous income in 2024 is $ 144.9 thousand of interest income and $ 9.5 thousand of interest expense.

in miscellaneous income in 2023 is $ 297.9 thousand of interest income and $ 166.6 thousand of interest expense.

and contingencies

2018, we entered into a lease for executive, administrative, operations and sales offices in Boca Raton, Florida.

The lease includes

62,748 rentable square feet, or the full premises, of which the lease on 7,561 square feet commenced in 2018 and the lease on 48,651

square feet commenced in August 2019, or the full premises commencement date.

In June 2019, we entered into an agreement with the same

lessors to lease additional 6,536 square feet of administrative office space in the same location, pursuant to an addendum to such lease,

which commenced in May 2020.

The lease will expire 11 years after the full premises commencement date, unless terminated earlier in accordance

with the terms of the lease.

We have the option to extend the term of the lease for two additional consecutive periods of five years .

The extension option is not included in the determination of the lease term as it is not reasonably certain to be exercised.

of the lease includes escalating rent and free rent periods.

We are also responsible for certain other operating costs under the lease,

including electricity and utility expenses.

As a result of shifting our business to become a license company and terminating our employees,

we have sublet the majority of our headquarters and are in the process of subleasing the remainder.

We anticipate that sublease income

will approximate the amounts due under our existing leases, therefore no impairment of the right of use asset was recorded in 2024.

and 2023, operating lease expense (including all variable costs) related to our real estate leases was $ 2,271 thousand and $ 2,259 thousand,

respectively.

In 2024 and 2023, our rental income on sublease of our three suites which were subleased was $ 1,361 thousand and $ 1,292

thousand, respectively.

As of December

31, 2024, our remaining lease payments were as follows (in thousands):

We incurred no advertising costs in 2025 and 2024.

Interest and financing costs

Interest income was $ 150 thousand for the year ended 2025, compared

to $ 145 thousand for the year ended 2024.

Interest expense and other financing costs were $ 8 thousand in 2025, compared to $ 10 thousand

Commitments and contingencies

In October 2018, we entered into a lease for executive, administrative,

operations and sales offices in Boca Raton, Florida.

The lease includes 62,748 rentable square feet, or the full premises, of which the

lease on 7,561 square feet commenced in 2018 and the lease on 48,651 square feet commenced in August 2019, or the full premises commencement

In June 2019, we entered into an agreement with the same lessors to lease additional 6,536 square feet of administrative office

space in the same location, pursuant to an addendum to such lease, which commenced in May 2020.

The lease will expire 11 years after the

full premises commencement date, unless terminated earlier in accordance with the terms of the lease.

We have the option to extend the

term of the lease for two additional consecutive periods of five years .

The extension option is not included in the determination of the

lease term as it is not reasonably certain to be exercised.

The term of the lease includes escalating rent and free rent periods.

also responsible for certain other operating costs under the lease, including electricity and utility expenses.

As a result of shifting

our business to become a license company and terminating our employees, we have sublet all of our headquarters.

We anticipate that sublease

income will approximate the amounts due under our existing leases, therefore no impairment of the right of use asset was recorded in 2025.

For 2025 and 2024, operating lease expense (including all variable

costs) related to our real estate leases was $ 2,310 thousand and $ 2,271 thousand, respectively.

We subleased all our space in 2025.

rental income was $ 1,847 thousand and $ 1,352 thousand for 2025 and 2024, respectively.

As of December 31, 2025, our remaining lease payments were as follows

(in thousands):

Year ending December 31,

Total undiscounted lease payments

imputed interest

Present value of lease

The following

table sets forth supplemental balance sheet information related to leases (in thousands):

Present value of lease payments

The following table sets forth supplemental balance sheet information

related to leases (in thousands):

As of December 31,

3 unchanged sentences

Total operating lease liabilities $ 6,097 $ 7,175

The following

table presents other information related to leases:

The following table presents other information related to leases:

As of December 31,

2 unchanged sentences

Cash paid for amounts included in the measurement of lease liabilities from operating lease (in thousands) $ 1,513 $ 1,477

Right-of-use assets obtained in exchange for new operating lease obligations (non-cash in thousands) $ — $ —

Pharma Agreement

paid us approximately $ 12.1 million at closing on December 30, 2022, for the acquisition of net working capital, subject to certain

adjustments as determined in accordance with the Transaction Agreement.

While the Transaction Agreement calls for much of the net working

capital to be trued-up shortly after the Closing Date in 2023, for a period of one year following the Closing Date in the case of payer

rebates and wholesale distributor fees and two years following the Closing Date in the case for allowance for returns, net working capital

amounts will be adjusted to arrive at final net working capital under the Transaction Agreement.

2023, we increased certain accrual estimates including increasing our working capital adjustment accrual by $ 2.0 million for amounts

anticipated to be owed under the Transaction Agreement.

In December 2023, we made a $ 5.5 million payment to Mayne Pharma to settle

certain working capital amounts that were required to be trued-up shortly after the Closing Date, excluding the allowance for returns,

allowance for payer rebates, and allowance for wholesale distributor fees.

Of the $ 5.5 million, $ 2.0 million increased the allowance

for net working capital allowances remaining to be trued up.

The Company’s

estimate of the allowance for payer rebates and wholesale distributor fees was determined in accordance with the Transaction Agreement

which establishes the process for the determination of net working capital.

In February 2024, the Company received Mayne Pharma’s

calculation of the net working capital allowances for payer rebates and wholesale distributor fees 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.

Mayne Pharma paid us approximately $ 12.1 million at closing on

December 30, 2022, for the acquisition of net working capital, subject to certain adjustments as determined in accordance with the Transaction

While the Transaction Agreement calls for much of the net working capital to be trued-up shortly after the Closing Date in

2023, for a period of one year following the Closing Date in the case of payer rebates and wholesale distributor fees and two years following

the Closing Date in the case for allowance for returns, net working capital amounts will be adjusted to arrive at final net working capital

under the Transaction Agreement.

In September 2023, we increased certain accrual estimates including

increasing our working capital adjustment accrual by $ 2.0 million for amounts anticipated to be owed under the Transaction Agreement.

In December 2023, we made a $ 5.5 million payment to Mayne Pharma to settle certain working capital amounts that were required to

be trued-up shortly after the Closing Date, excluding the allowance for returns, allowance for payer rebates, and allowance for wholesale

distributor fees.

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

of the allowance for payer rebates and wholesale distributor fees was determined in accordance with the Transaction Agreement which establishes

the process for the determination of net working capital.

In February 2024, we received Mayne Pharma’s calculation of the net working

capital allowances for payer rebates and wholesale distributor fees pursuant to the Transaction Agreement, which differed significantly

from our estimate of the allowances.

We continue to believe our estimated allowances for payer rebates and wholesale distributor fees

are reasonable.

In August 2024 and in February 2025, we also received information from Mayne Pharma pertaining to the net working capital

allowance for returns that differs significantly from our estimate of the allowance.

On April 8, 2025, we filed the Mayne Lawsuit seeking damages for breach

of contract, breach of the implied covenant of good faith and fair dealing, fraudulent inducement, and unjust enrichment related to Mayne

Pharma’s actions in relation to the License Agreement and the Transaction Agreement, primarily relating to the net working capital

allowances and certain actions or inactions by Mayne Pharma relating thereto.

On June 20, 2025, we filed an amended complaint against

Mayne Pharma and on July 22, 2025, Mayne Pharma filed a motion to dismiss the Mayne Lawsuit.

On March 23, 2026, a magistrate judge recommended

that the court grant-in-part and deny-in-part Mayne Pharma’s motion to dismiss.

The magistrate judge recommended granting Mayne’s

motion to dismiss our claims for breach of the covenant of good faith and fair dealing, certain of our breach of contract claims and our

claim for fraudulent inducement, but recommended the court grant us leave to amend the fraudulent inducement claim.

The magistrate judge

recommended denying Mayne’s motion to dismiss our other claims.

The magistrate judge further recommended the court stay the Mayne

Lawsuit while the parties submit the net working capital claims to a dispute resolution process.

The parties have 14 days to object to

these recommendations.

On May 30, 2025, Mayne Pharma filed the Mayne Countersuit seeking damages

for breach of contract and fraudulent inducement related to the Transaction Agreement.

As part of the Mayne Countersuit, Mayne Pharma

also made certain indemnification demands under the Transaction Agreement, which we dispute.

On July 28, 2025, we filed a motion to dismiss

the fraudulent inducement claim in the Mayne Countersuit.

On March 23, 2026, a magistrate judge recommended that the court grant our motion

to dismiss Mayne Pharma’s claim for fraudulent inducement, but recommended the court deny our motion to dismiss Mayne Pharma’s

other claims.

The parties have 14 days to object to this recommendation.

As of December 31, 2025, we believed no additional accrual was

required for such claims, as we could not reasonably estimate a range of loss.

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, particularly as the Company believes the outcome of this matter to be intertwined with

the resolution of the net working capital allowance for returns.

2024, the Company received information from Mayne Pharma pertaining to the net working capital allowance for returns that differs significantly

from the Company’s estimate of the allowance.

As of December 31, 2024, the Company believed no additional accrual was required

for amounts that may be owed for the allowance for returns under the Transaction Agreement.

The Company has not recorded any contingent

we cannot reasonably estimate a range of loss, and accordingly, we have not accrued any additional liability associated with Mayne Pharma’s

allowance calculation for payer rebates and wholesale distributor fees, particularly as we believe the outcome of this matter to be intertwined

with the resolution of the net working capital allowance for returns.

As of December 31, 2025, we also believed no additional accrual was

required for amounts that may be owed for the allowance for returns under the Transaction Agreement.

We have not recorded any contingent

gains or receivables for any such allowances.

1 unchanged sentence

changes to estimated amounts owed or amounts due from Mayne Pharma may be material.

Pharma has also made certain indemnification demands under the Transaction Agreement, which the Company disputes.

As of December 31,

2024, the Company believed no additional accrual was required for such claims, as the Company could not reasonably estimate a range of

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

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.

The IMVEXXY Patents identified in the

IMVEXXY Notice Letter expire in 2032 or 2033.

In April 2020, we filed a complaint for patent infringement against Teva in the United

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

We are seeking, among other

relief, an order that the effective date of any FDA approval of Teva’s ANDA would be a date no earlier than the expiration of

the IMVEXXY Patents and equitable relief enjoining Teva from infringing the IMVEXXY Patents.

Teva has filed its 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

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.

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, unenforceable,

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

The IMVEXXY Patents

identified in the IMVEXXY Notice Letter expire in 2032 or 2033.

In April 2020, we filed a complaint for patent infringement against Teva

in the United States District Court for the District of New Jersey arising from Teva’s ANDA filing with the FDA.

We are seeking,

among other relief, an order that the effective date of any FDA approval of Teva’s ANDA would be a date no earlier than the expiration

of the IMVEXXY Patents and equitable relief enjoining Teva from infringing the IMVEXXY Patents.

Teva has filed its 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 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

In November 2024, the court lifted the stay.

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

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

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 consolidated balance sheets, and such costs will be amortized over the

remaining useful life of the patents.

If Mayne Pharma is 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.

2024, Mayne Pharma received a Paragraph IV certification notice letter (the “Sun Notice Letter”) regarding an ANDA

submitted to the FDA by Sun Pharma Inc.

We have incurred and recorded legal costs amounting to $ 2,334 thousand in prepaid

expenses and other current assets as of December 31, 2025 and 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 consolidated balance

sheets, and such costs will be amortized over the remaining useful life of the patents.

If Mayne Pharma is 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 Pharma 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.

In the Sun 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.

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.

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.

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 consolidated financial condition, results of operations,

or cash flows.

sheet arrangements

As of December

31, 2024 and 2023 we had 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.

In connection

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

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

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

As of December 31, 2024 and

2023, 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, IT, legal, and regulatory matters and the continued wind-down

of our historical business operations.

In the aggregate, as of December 31, 2024, we have accrued severance liabilities for executive

termination obligations of $ 17 thousand.

Stockholders’

of authorized shares

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.

As of December

31, 2024, the following table summarizes the status of our outstanding and exercisable warrants and related transactions since December

31, 2022 (in thousands, except weighted average exercise price and weighted average remaining contractual life data):

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 Sun 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.

As of December 31, 2025, the litigation

remains ongoing and has progressed to claim construction, which the courts determine the meaning and scope of the asserted patent claims

that will govern subsequent infringement and validity analysis.

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.

On April 8, 2025, we filed the Mayne Lawsuit seeking damages for breach

of contract, breach of the implied covenant of good faith and fair dealing, fraudulent inducement, and unjust enrichment related to Mayne

Pharma’s actions in relation to the License Agreement and the Transaction Agreement, primarily relating to the net working capital

allowances and certain actions or inactions by Mayne Pharma relating thereto.

On June 20, 2025, we filed an amended complaint against

Mayne Pharma and on July 22, 2025, Mayne Pharma filed a motion to dismiss the Mayne Lawsuit.

On March 23, 2026, a magistrate judge recommended

that the court grant-in-part and deny-in-part Mayne Pharma’s motion to dismiss.

The magistrate judge recommended granting Mayne’s

motion to dismiss our claims for breach of the covenant of good faith and fair dealing, certain of our breach of contract claims and our

claim for fraudulent inducement, but recommended the court grant us leave to amend the fraudulent inducement claim.

The magistrate judge

recommended denying Mayne’s motion to dismiss our other claims.

The magistrate judge further recommended the court stay the Mayne

Lawsuit while the parties submit the net working capital claims to a dispute resolution process.

The parties have 14 days to object to

these recommendations.

On May 30, 2025, Mayne Pharma filed the Mayne Countersuit seeking damages

for breach of contract and fraudulent inducement related to the Transaction Agreement.

As part of the Mayne Countersuit, Mayne Pharma

also made certain indemnification demands under the Transaction Agreement, which we dispute.

On July 28, 2025, we filed a motion to dismiss

the fraudulent inducement claim in the Mayne Countersuit.

On March 23, 2026, a magistrate judge recommended that the court grant our motion

to dismiss Mayne Pharma’s claim for fraudulent inducement, but recommended the court deny our motion to dismiss Mayne Pharma’s

other claims.

The parties have 14 days to object to this recommendation.

As of December 31, 2025, we believed no additional accrual was

required for such claims, as we could not reasonably estimate a range of loss.

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 consolidated financial condition, results of operations, or cash flows.

Off-balance sheet arrangements

As of December 31, 2025 and 2024 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, and severance obligations for executive officers were paid out by the end of

the first quarter of 2025.

As of December 31, 2025, 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, IT, legal, and

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

Stockholders’ Equity

Increase of authorized shares

On 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.

On December 15, 2025, the Company’s stockholders approved an

amendment to the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of Common

Stock from 32 million shares to 640 million shares.

The Certificate of Amendment was filed with the Secretary of State of Nevada on January

As of December 31, 2025, 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

3 unchanged sentences

Balance, December 31, 2023 99 $ 66.61 $ 1,793 6.5

Exercised ( 435 ) 0.01 ( 2,720 )

Expired ( 1 ) 281.50 — —

Balance, December 31, 2024 98 63.33 — 5.6

Expired ( 1 ) 281.50 — —

Balance, December 31, 2025 98 $ 63.33 $ — 4.6

compensation payment plans

As of December

31, 2024, 56,530 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 December 31, 2024, 410,719 shares of common stock were available for

future grants of share-based payment awards under the TherapeuticsMD, Inc.

Share-based compensation payment plans

As of December 31, 2025, 105,512 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

As of December 31, 2025, 429,229 shares of common stock were available for future grants of share-based payment awards under

the TherapeuticsMD, Inc.

2019 Stock Incentive Plan.

The following

table summarizes the status of our outstanding and exercisable options and related transactions since December 31, 2022 (in thousands,

except weighed 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

4 unchanged sentences

Value Weighted Average Remaining Contractual Life (in Years)

As of December 31, 2022 172 $ 228.28 — 3.6 170 229.43 $ — 3.6

Balance, as of December 31, 2023 72 $ 258.55 $ — 3.0 72 $ 258.46 $ — 3.0

Expired ( 15 ) 217.08 — — ( 15 ) — — —

As of December 31, 2023 72 258.55 — 3.0 72 258.46 — 3.0

Balance, as of December 31, 2024 57 270.33 — 2.8 57 270.20 — 2.8

Granted 67 0.74 — — 67 0.74 — —

Expired ( 19 ) 406.20 — — ( 19 ) 406.20 — —

As of December 31, 2024 57 $ 270.33 $ — 2.8 57 270.20 $ — 2.8

The following

table summarizes the status of our RSUs and related transactions (in thousands, except weighed average grant date fair value):

awards outstanding

of December 31, 2022

Balance, as of December 31, 2025 105 $ 74.05 $ — 7.3 105 $ 74.04 $ — 7.3

as of December 31, 2024

The following

table summarizes the status of our PSUs and related transactions for each for the following years (in thousands, except weighed average

grant date fair value):

of December 31, 2022

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

Balance, as of December 31, 2023

Balance, as of December 31, 2024

Balance, as of December 31, 2025

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 December 31, 2023

as of December 31, 2024

payment compensation cost

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 $ 264.1 thousand for 2024 and $ 1,271.2

thousand for 2023.

As of December

31, 2024, we had $ 23.9 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 for future changes in forfeitures and is included as additional paid-in

capital in the accompanying consolidated balance sheets.

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

The unrecognized

compensation cost as of December 31, 2024 of $ 23.9 thousand is expected to be recognized as share-based payment award compensation over

a weighted average period of 0.2 years.

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.

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 minimum

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.

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 recorded BIJUVA license sales of $ 443 thousand made through the Theramex License Agreement, BIJUVA and IMVEXXY license sales of $ 195

thousand through the Knight License Agreement and $ 1,123 thousand pertaining to our licensed products with Mayne Pharma, which was recognized

as license revenue.

Additionally, we recognized $ 1,083 thousand in other income pertaining to royalty sales of ANNOVERA.

we recorded BIJUVA license sales of $ 268 thousand made through the Theramex License Agreement and $ 1,003 thousand pertaining to our licensed

products with Mayne Pharma, which was recognized as license revenue.

Additionally, we recognized $ 490 thousand in other income pertaining

to royalty sales of ANNOVERA.

from continuing operations before income taxes is as follows (in thousands):

Ending December 31,

Unvested, as of December 31, 2024

Unvested, as of December 31, 2025

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 $ 75 thousand for 2025 and $ 264 thousand for 2024.

As of December 31, 2025, we had $ 28 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

for future changes in forfeitures and is included as additional paid-in capital in the accompanying consolidated balance sheets.

benefit was realized due to a continued pattern of net losses.

The unrecognized compensation cost as of December 31, 2025 of $ 28 thousand

is expected to be recognized as share-based payment award compensation over a weighted average period of 2.8 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 agreed to 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 agreed to 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 agreed to pay to the Company minimum 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.

In 2025, we recorded BIJUVA license sales of $ 632 thousand made through

the Theramex License Agreement, BIJUVA and IMVEXXY license sales of $ 598 thousand through the Knight License Agreement and $ 1,791

thousand pertaining to our licensed products with Mayne Pharma, which was recognized as license revenue.

Additionally, we recognized $ 1,291

thousand in miscellaneous income pertaining to royalty sales of ANNOVERA.

In 2024, we recorded BIJUVA license sales of $ 443 thousand made

through the Theramex License Agreement, BIJUVA and IMVEXXY license sales of $ 195 thousand through the Knight License Agreement and $ 1,123

thousand pertaining to our licensed products with Mayne Pharma, which was recognized as license revenue.

Additionally, we recognized $ 1,083

thousand in miscellaneous income pertaining to royalty sales of ANNOVERA.

The components of loss from continuing operations before income tax

for the years ended December 31, 2025 and 2024 is as follows (in thousands):

Year Ending December 31,

United States

ended December 31, 2024 and 2023, there was no provision for income taxes in continuing and discontinued operations, current or deferred.

For the year ended, December 31, 2024 and 2023, we recorded a benefit of 1.3 % and 0.5 %, respectively, in continuing operations.

As of December

31, 2024, we had a federal net operating loss (“NOL”) carryforward of $ 579.0 million, which is available to offset future

taxable income.

Approximately $ 22.7 million of the federal NOLs can be carried forward for 20 years and will begin to expire in 2035.

Our (loss) income allocated between continuing operations and discontinued

operations before income taxes is as follows (in thousands):

Year Ending December 31,

Loss from continuing operations before income taxes

(Loss) income from discontinued operations before income taxes

For the year ended December 31, 2025, there was no provision for income

taxes in continuing and discontinued operations, current or deferred.

For the year ended December 31, 2024, the Company recorded an income

tax benefit of $ 31 thousand, as reflected in the rate reconciliation table below.

As of December 31, 2025, we had a federal net operating loss (“NOL”)

carryforwards of $ 584.6 million, which is available to offset future taxable income.

Approximately $ 27.6 million of the federal NOLs can

be carried forward for 20 years and will begin to expire in 2035.

The remaining $ 557.1 million can be carried forward indefinitely.

In the event of future income, the NOL deduction arising from NOLs generated

in taxable years beginning in 2021 will be limited to 80% of the excess taxable income.

The Company experienced an ownership change pursuant

As a result, our NOLs carryforward as of December 31, 2022 is limited.

A reconciliation

between taxes computed at the federal statutory rate and the consolidated effective tax rate is as follows:

Federal statutory tax rate

the event of future income, the NOL deduction arising from NOLs generated in taxable years beginning in 2021 will be limited to 80% of

the excess taxable income.

The Company experienced an ownership change pursuant to IRC Sec.

As a result, our NOLs carryforward

as of December 31, 2022 is limited.

A reconciliation of the income tax provision with the amount of tax

computed by applying the federal statutory rate to pretax income for years ended December 31, 2025 is as follows (in thousands):

Federal Statutory Rate

State tax rate, net of federal tax benefit (1)

Adjustment in valuation allowances

Foreign Tax Effects

Effects of Changes in Tax Laws or Rates Enacted in Current Period

Effects of Cross-Border Tax Laws

Change in Valuation Allowance

Nontaxable or Nondeductible Items:

Excess stock benefits

Receivable Write-Off

Changes in Unrecognized Tax Benefits

Other Adjustments:

Deferred True-Ups

Effective Tax Rate

(1) State taxes in South Carolina and Illinois make up the majority (greater than 50 percent)

of the effect of this category for the period ended December 31, 2025.

The reconciliation of the federal statutory rate to effective income

tax rate for the years ended December 31, 2024, prior to the adoption of ASU 2023-09 is as follows (in thousands):

Federal statutory rate

State tax rate, net of federal tax benefit

Adjustment in valuation allowance

Excess stock benefits

Interest expense accretion

Permanent and other

for income taxes

income taxes result from temporary differences between the amount of assets and liabilities recognized for financial reporting and tax

The components of the net deferred income tax asset as of December 31, 2024 and 2023 are as follows (in thousands):

Permanent and other differences

Benefit for income taxes

Deferred income taxes result from temporary differences between the

amount of assets and liabilities recognized for financial reporting and tax purposes.

The components of the net deferred income tax asset

as of December 31, 2025, and 2024 are as follows (in thousands):

Deferred income tax assets:

6 unchanged sentences

Valuation allowance

Deferred income tax assets,

that it is more likely than not that we will not generate sufficient future taxable income to realize a portion of tax benefits related

to the deferred tax assets and as such, a valuation allowance has been established against a portion of the deferred tax assets as of

both December 31, 2024 and 2023.

first year of operations in 2011, we generated net operating losses, and our U.S.

Deferred income tax assets, net

Income taxes paid (net of refunds) are as follows:

Jurisdiction:

South Carolina

All Other States

Total Taxes Paid

State taxes in South Carolina and Illinois make up the majority (greater

than 50 percent) of the effect of this category for the period ended December 31, 2025.

We believe that it is more likely than not that we will not generate

sufficient future taxable income to realize a portion of tax benefits related to the deferred tax assets and as such, a valuation allowance

has been established against a portion of the deferred tax assets as of both December 31, 2025 and 2024.

Since our first year of operations in 2011, we generated net operating

losses, and our U.S.

federal and state tax returns remain open to examination.

As of December

31, 2024 and 2023, we had no tax positions relating to open tax returns that were considered to be uncertain, and we had no unrecognized

tax benefits.

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

Ending December 31,

loss from continuing operations

income (loss) from discontinued operations

Weighted average common

shares for basic income (loss) per common share

of dilutive securities

average common shares for diluted income (loss) per common share

As of December 31, 2025, and 2024, we had no tax positions relating

to open tax returns that were considered to be uncertain, and we had no unrecognized tax benefits.

On July 4, 2025, the One Big Beautiful

Bill Act (“OBBBA”) was signed into law in the U.S., which contains a broad range of tax reform provisions affecting businesses.

The Company evaluated the enacted effects of the legislation on its effective tax rate and cash tax position, finding that the legislation

did not have a material impact on its financial statements.

Loss per common share

The following table sets forth the computation of basic and diluted (loss)

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

Years Ending December 31,

Net loss from continuing operations

Income from discontinued operations

Weighted average common shares outstanding -

Effect of dilutive securities

Weighted average common shares outstanding - diluted

Loss per common share, continuing operations

(loss) per common share, discontinued operations

reported a net loss from continuing operations for 2024, 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 2024.

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 2024 and 2023 (in thousands):

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

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, 2022, filed with

the Securities and Exchange Commission on May 1, 2023, 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.

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 .

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

There were no draw downs in 2024.

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

As part of the transformation that included the Mayne License Agreement, all results associated with former commercial operations

have been reflected as discontinued operations in our consolidated financial statements.

Assets and liabilities associated with the commercial

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

Additional disclosures

regarding discontinued operations are provided in Note 2.

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

Income per common share, discontinued operations

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

ending December 21, 2025 and 2024, 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 years ending December 21, 2025 and 2024, respectively.

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 2025 and 2024 (in thousands):

Stock options

Related parties

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.

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, 2022, filed with the Securities and Exchange Commission on May 1,

2023, 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.

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 .

We received gross proceeds

of $ 2.0 million from the draw-down, before expenses.

There were no draw-downs in 2025 and 2024.

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, all results associated with former commercial operations have been reflected as discontinued operations

in our consolidated financial statements.

Assets and liabilities associated with the commercial business are classified as assets and

liabilities of discontinued operations in our consolidated balance sheets.

Additional disclosures regarding discontinued operations are

provided in Note 2.

For the year ended December 31, 2025, 100 % of license revenue is related

to Mayne Pharma, Theramex and Knight.

of December 31, 2025, we had a royalty receivable of $ 3,525 thousand relating to the short-term portion of receivable from Mayne Pharma,

Theramex and Knight and $ 13,713 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.

Segment Reporting

The Company operates in one segment.

Accordingly, the Company’s

License revenue, Net loss, and Total assets reflect the revenue, loss, and assets of the Company’s single segment, respectively.

The Company’s Chief Executive Officer is the chief operating

decision maker (“CODM”).

The CODM uses Net loss in assessing the performance and in determining the allocation of resources

of the Company’s reportable segment.

The CODM is regularly provided expense information consistent with the expense categories

presented in the Company’s Consolidated Statements of Operations

The following tables present total revenue of the Company by geographic

As of December 31,

31, 2024, we had a royalty receivable of $ 3.6 million relating to the short-term portion of receivable from Mayne Pharma, Theramex and

Knight and $ 16.0 million 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.

operates in one segment.

Accordingly, the Company’s License and service revenue, Net loss, and Total assets reflect the revenue,

loss, and assets of the Company’s single segment, respectively.

The Company’s

Chief Executive Officer is the chief operating decision maker (“CODM”).

The CODM uses Net loss in assessing the performance

and in determining the allocation of resources of the Company’s reportable segment.

The CODM is regularly provided expense information

consistent with the expense categories presented in the Company’s Consolidated Statements of Operations

The following

tables present total revenue of the Company by geographic location.

of December 31,

License and service revenue

License revenue

United States

Subsequent Events

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-K

Item 9A. Controls and Procedures