What changed in this filing

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Item 1. Financial Statements

2026-05-12 compared with 2025-11-12 · 369 added, 350 removed, 414 unchanged (63% of the section changed)

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(in thousands, except per share data)

September 30,

Current assets:

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License rights and other intangible assets, net

Right of use assets

Right of use assets, net

Royalty receivable, long term

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Common stock, par value $ 0.001 ;

32,000 shares authorized, 11,574 and 11,532 issued and outstanding as of September 30, 2025 and December 31, 2024

640,000 and 32,000 shares authorized, 11,574 and 11,574 issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

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(Unaudited - in thousands, except per share data)

Three Months Ended

September 30,

Nine Months Ended

September 30,

Three Months Ended March 31,

Revenue, net:

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General and administrative

Impairment of long-lived assets (Note 4)

Write-off of patents and trademarks

Depreciation and amortization

Write-off of patents

Depreciation & amortization

Total operating expenses

Loss from operations

Other income (expense):

Interest expense and other financing costs

Other income:

Interest income, net

Sublease income

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

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

Loss from discontinued operations, net of income taxes

Net income (loss)

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

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

Continuing operations

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(Unaudited - in thousands)

Additional Paid in

Balance, January 1, 2026

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$ ( 952,296 )

Share-based compensation

Balance, June 30, 2025

$ ( 951,924 )

Share-based compensation

Balance, September 30, 2025

$ ( 951,772 )

Additional Paid in

Balance, January 1, 2025

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$ ( 952,475 )

Share-based compensation

Balance, June 30, 2024

$ ( 951,465 )

Share-based compensation

Balance, September 30, 2024

$ ( 952,074 )

The accompanying notes are an integral part of

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(Unaudited - in thousands)

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities:

Net income (loss)

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

Net loss from continuing operations

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

Loss from discontinued operations, net of taxes

Net income (loss) from continuing operations

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

Depreciation and amortization

Impairment of long-lived assets (Note 4)

Write-off of patents

Share-based compensation

Write-off patents

Share-based compensation costs

Amortization of right of use assets

Changes in operating assets and liabilities:

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Net increase in cash

Cash and cash equivalents, beginning of period

Cash and cash equivalents - continuing operations, beginning of period

Total cash and cash equivalents, end of period

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summary of significant accounting policies

TherapeuticsMD, Inc.

(the “Company”), a Nevada corporation,

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

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

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

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

Solely for convenience, trademarks, trade

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

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

licensor to these trademarks, trade names and service marks.

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

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

of us by, these other parties.

TherapeuticsMD, Inc., a Nevada corporation, and its consolidated subsidiaries

are referred to collectively in this Quarterly Report on Form 10-Q (“10-Q Report”) as “TherapeuticsMD,” “we,”

“our” and “us.” This 10-Q Report includes trademarks, trade names and service marks, such as TherapeuticsMD®,

vitaMedMD®, BocaGreenMD®, IMVEXXY®, and BIJUVA®, which are protected under applicable intellectual property laws and are

the property of, or licensed by or to, us.

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

Report may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that we will not

assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names

and service marks.

We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and

such use or display should not be construed to imply a relationship with, or endorsement or sponsorship of us by, these other parties.

TherapeuticsMD was previously a women’s healthcare company with

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in the United States and its possessions and territories.

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

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

(ii) $ 10.0 million if aggregate net sales of all Products in the United States during a calendar year reach $ 200.0 million and (iii) $ 15.0

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

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

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.

Under the Mayne License Agreement, Mayne Pharma agreed to pay us one-time

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

$ 100.0 million, (ii) $ 10.0 million if aggregate net sales of all Products in the United States during a calendar year reach $ 200.0 million

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

Mayne Pharma 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 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.

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 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

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.

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,

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

In September 2019, we entered into an exclusive license and supply agreement (the “Theramex License Agreement”) with Theramex HQ UK Limited (“Theramex”) to commercialize IMVEXXY and BIJUVA outside of the U.S., excluding Canada and Israel.

In 2021, Theramex secured regulatory approval for BIJUVA in certain European countries and began commercialization efforts in those countries.

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

In September 2019, we entered into an exclusive license

and supply agreement (the “Theramex License Agreement”) with Theramex HQ UK Limited (“Theramex”) to commercialize

IMVEXXY and BIJUVA outside of the U.S., excluding Canada and Israel.

In 2021, Theramex secured regulatory approval for BIJUVA in

certain European countries and began commercialization efforts in those countries.

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 March 31, 2026 and 2025, 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

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

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

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

The equity financing alternatives may

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

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

Our ability to sell equity

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

We may need to raise additional 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

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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”),

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 drawdowns at our election.

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We received gross proceeds

of $ 1.15 million from the drawdown, before expenses.

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

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 drawdown, before expenses.

There were no drawdowns

in the first nine months of 2025 and 2024.

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

We received gross proceeds of $ 2.0 million from the draw-down, before expenses.

There were no

drawdowns in the first three months of 2026 and 2025.

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.

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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.

On April 6, 2026, we filed objections to certain of the

magistrate judge’s recommendations.

On May 30, 2025, Mayne Pharma filed a lawsuit against us in the United

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Lawsuits”) seeking damages for breach of contract and fraudulent inducement related to the Transaction Agreement.

On July 28, 2025,

we filed a motion to dismiss the Mayne Countersuit.

As of September 30, 2025, we believed no additional accrual was required for such

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

As part of the

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

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.

As of March 31, 2026, 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.

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

As of September 30, 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.

Management continues to monitor the unresolved and pending net working capital items as

changes to estimated amounts owed or amounts due from Mayne Pharma may be material.

As of March 31, 2026, 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.

Management continues to monitor the unresolved and pending net working capital items as changes

to estimated amounts owed or amounts due from Mayne Pharma may be material.

Mayne Pharma has also made certain indemnification demands under the

Transaction Agreement, which we dispute.

As of September 30, 2025, we believed no additional accrual was required for such claims, as

we could not reasonably estimate a range of loss.

As of March 31, 2026, we believed no additional accrual was required for such claims, as we

could not reasonably estimate a range of loss.

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

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net working capital settlement with Mayne Pharma under the Transaction Agreement is greater than our current estimates, if the outcome

of the Mayne Lawsuits is worse than we anticipate, 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.

of the Mayne Lawsuits is worse than we anticipate, 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 condensed consolidated financial

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except as disclosed herein, there has been no material change in the information disclosed in the notes included in our 2025 Annual Report

on Form 10-K (the “2024 10-K Report”).

on Form 10-K/A, filed with the SEC on April 1, 2026 (the “2025 10-K/A Report”).

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

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2 of the condensed consolidated financial statements.

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

each quarter of the year.

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

the full year.

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

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

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

with the consolidated financial statements and accompanying notes included in our 2024 10-K Report.

Certain amounts in the condensed consolidated

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

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

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

during each quarter of the year.

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

of those for the full year.

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

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

The information included in this 10-Q Report

should be read in conjunction with the consolidated financial statements and accompanying notes included in our 2025 10-K/A Report.

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

percentages have been calculated using unrounded amounts.

Certain prior period amounts have been revised and reclassified to conform

to current-period presentation and are not material to the consolidated financial statements.

These revisions and reclassifications primarily relate to the presentation of sublease income and

the separate presentation of interest income and interest expense.

These reclassifications had no effect on previously reported net

loss or per share amounts.

New accounting standards

Adoption of new accounting standards

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments-Credit

Recently Issued Accounting Standard – Adopted During the Fiscal

As of March 31, 2026, we have adopted the Financial Accounting Standards

Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

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 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 of ASU 2025-05 are effective for annual

periods beginning after December 15, 2025, and interim periods beginning in the first quarter of 2026.

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.

is currently in the process of evaluating the effects of this pronouncement on its consolidated financial results and related disclosures.

As of December 2024, we have adopted Financial Accounting Standards

Board (“FASB”) Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280):

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

ASU 2023-07 applies to all public entities that are required

to report segment information in accordance with Topic 280.

The amendments in ASU 2023-07 revise reportable segment disclosure requirements,

primarily through enhanced disclosures about significant segment expenses.

The amendments in ASU 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

In November 2024, the FASB issued ASU 2024-03, “Income Statement

Measurement of Credit Losses for Accounts Receivable and Contract Assets.” In connection with the

adoption of ASU 2025-05, we elected the practical expedient which allows entities to assume that the current conditions applied in determining

credit loss allowances remain unchanged for the remaining life of those assets.

We applied this guidance prospectively, and the adoption

did not have a material impact on our condensed consolidated financial statements.

Recently Issued Accounting Standards – Not Yet Adopted

In November 2024, the FASB issued ASU No.

2024-03, “Income Statement

- Reporting Comprehensive Income (Topic 220):

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(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.

Early adoption is permitted.

explanation of costs and expenses that are not disaggregated on a quantitative basis;

and (iii) the definition and total amount of selling

2024-03 is effective for our Annual Report on Form 10-K beginning in 2027 and subsequent interim reports.

Early adoption

is permitted.

The ASU should be applied prospectively.

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

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

In December 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 us in our income tax disclosure included in our

2025 Annual Report on Form 10-K and will be applied on a prospective basis.

However, retrospective application is permitted.

adoption is also permitted.

We are evaluating the impact of ASU 2023-09 on our income tax disclosures and on the condensed

consolidated financial statements.

Retrospective application is permitted for all prior periods presented in the

financial statements.

We are evaluating the impact of ASU No.

2024-03 on our financial reporting disclosures.

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 amendments may be applied

either prospectively or retrospectively.

For us, the requirements of ASU No.

2025-11 will be effective beginning in the first quarter

We do not expect a material change as a result of ASU No.

Estimates and assumptions

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The significant accounting policies we use for quarterly financial

reporting are disclosed in Note 1 of the notes to the consolidated financial statements included in our 2024 10-K Report.

reporting are disclosed in Note 1 of the notes to the consolidated financial statements included in our 2025 10-K/A Report.

Discontinued Operations

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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.

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

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

Additionally, the related assets and liabilities have been reported

as assets and liabilities of discontinued operations in our condensed consolidated balance sheets as of September 30, 2025 and December

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

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

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

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

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

Refer to Note 6 for a further

discussion of net working capital contingencies.

Additionally, the related liabilities have been reported as liabilities

of discontinued operations in our condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025.

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

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

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

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

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

Refer to Note 6 for

a further discussion of net working capital contingencies.

The following table presents results of discontinued operations (in

Three Months Ended

September 30,

Nine Months Ended

September 30,

Three Months Ended March 31,

General and administrative expenses

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Total other income, net

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

Loss from discontinued operations, net of income taxes

The following table presents the carrying amounts of the classes of

assets and liabilities of discontinued operations as of September 30, 2025 and December 31, 2024 (in thousands):

September 30, 2025

December 31, 2024

liabilities of discontinued operations as of March 31, 2026 and December 31, 2025 (in thousands):

Current liabilities of discontinued operations:

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Our prepaid and other current assets consisted of the following as

of September 30, 2025 and December 31, 2024 (in thousands):

September 30, 2025

December 31, 2024

of March 31, 2026 and December 31, 2025 (in thousands):

Capitalized legal

Rent receivable

Prepaid and other current assets

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The following provides information about our license rights and other

intangible assets, net as of September 30, 2025 and December 31, 2024 (in thousands):

September 30, 2025

intangible assets, net as of March 31, 2026 and December 31, 2025 (in thousands):

March 31, 2026

December 31, 2025

Gross Carrying Amount

Accumulated Amortization

Gross Carrying Amount

Accumulated Amortization

Gross Carrying

Intangible assets subject to amortization:

Hormone therapy drug patents

Hormone therapy drug patents applied

and pending approval

Hormone therapy drug patents applied and pending

Intangible assets subject to amortization

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License rights and other intangible assets, net

We recorded, in continuing operations, amortization expense related

to patents of $ 96 thousand and $ 96 thousand for the three months ended September 30, 2025 and 2024, respectively, and $ 287 thousand and

$ 409 thousand for the nine months ended September 30, 2025 and 2024, respectively.

We conduct regular reviews of the individual patents and portfolios.

the nine months ended September 30, 2025, we recorded $ 120 thousand in write-off of patents pending approval as a result of our review.

For the six months ended June 30, 2024, we determined there was an indicator of impairment, as we had abandoned the legal right and

title to a portion of our granted patent portfolio and had ceased pursuit of a portion of the pending patents based on input from our

licensing partners.

We recognized an impairment loss of $ 1,261 thousand related to those abandoned patents and applications, which is

classified as an impairment of long-lived assets on our condensed consolidated statements of operations.

We recorded in continuing operations amortization expenses related

to patents of $ 94 thousand and $ 95 thousand for the three months ended March 31, 2026 and 2025, respectively.

We conduct regular reviews of our individual patents and patent portfolios.

No indicators of impairment were identified, and accordingly, no write-offs were recognized for the three months ended March 31, 2026.

In comparison, we recorded write-offs of $ 88 thousand related to patents pending approval during the three months ended March 31, 2025.

Our intangible assets subject to amortization are expected to be amortized

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Accrued expenses and other current liabilities

Other accrued expenses and other current liabilities consisted of the

following (in thousands):

September 30, 2025 December 31, 2024

Other accrued expenses and other current liabilities consisted of

the following (in thousands):

Payroll and related costs

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distributor fees.

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

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

Our 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, 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 a lawsuit against Mayne Pharma in

the United States District Court for the District of Delaware (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 May 30, 2025, Mayne Pharma filed a lawsuit against the us in the

United States District Court for the District of Delaware (the “Mayne Countersuit” and, together with the Mayne Lawsuit, the

“Mayne Lawsuits”) seeking damages for breach of contract and fraudulent inducement related to the Transaction Agreement.

July 28, 2025, we filed a motion to dismiss the Mayne Countersuit.

As of September 30, 2025, we believed no additional accrual was required

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

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.

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.

On April 6, 2026, we filed

objections to certain of the magistrate judge’s 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.

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

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.

As of March 31,

2026, 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.

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

As of September 30, 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.

Management continues to monitor the unresolved and pending net working capital items as

changes to estimated amounts owed or amounts due from Mayne Pharma may be material.

As of March 31, 2026, 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.

Management continues to monitor the unresolved and pending net working capital items as changes

to estimated amounts owed or amounts due from Mayne Pharma may be material.

Mayne Pharma has also made certain indemnification demands under the

Transaction Agreement, which we dispute.

As of September 30, 2025, we believed no additional accrual was required for such claims, as

we could not reasonably estimate a range of loss.

As of March 31, 2026, we believed no additional accrual was required for such claims, as we

could not reasonably estimate a range of loss.

Legal proceedings

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We have incurred and recorded legal costs amounting to $ 2,334 thousand in prepaid

expenses and other current assets as of September 30, 2025, for the IMVEXXY Paragraph IV legal proceeding since we believe that we will

successfully prevail in this legal proceeding.

Upon the successful conclusion of the legal proceeding, the related capitalized legal costs

will be reclassified to patents, in license rights and other intangible assets, net, in the accompanying condensed consolidated balance

sheets, and such costs will be amortized over the remaining useful life of the patents.

If 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.

expenses and other current assets as of March 31, 2026, for the IMVEXXY Paragraph IV legal proceeding since we believe that we will successfully

prevail in this legal proceeding.

Upon the successful conclusion of the legal proceeding, the related capitalized legal costs will be

reclassified to patents, in license rights and other intangible assets, net, in the accompanying condensed consolidated balance sheets,

and such costs will be amortized over the remaining useful life of the patents.

If 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

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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.

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 March 31, 2026,

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,

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with respect to Teva and Sun Pharma.

On April 8, 2025, we filed a lawsuit against Mayne Pharma in the United

States District Court for the District of Delaware 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.

We are seeking, among other relief, money damages for all of Mayne Pharma’s profits arising from their unlawful

conduct and for any injury sustained by us as a result of Mayne Pharma’s unlawful conduct.

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 May 30, 2025, Mayne Pharma filed a lawsuit against us in the United

States District Court for the District of Delaware seeking damages for breach of contract and fraudulent inducement related to the Transaction

On July 28, 2025, we filed a motion to dismiss the Mayne Countersuit.

As of September 30, 2025, we believed no additional accrual

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

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.

We are seeking, among other relief, money damages for all

of Mayne Pharma’s profits arising from their unlawful conduct and for any injury sustained by us as a result of Mayne Pharma’s

unlawful conduct.

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.

On April 6, 2026, we filed objections to certain of the magistrate judge’s 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.

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

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.

As of March 31,

2026, 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

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Off-balance sheet arrangements

As of September 30, 2025 and December 31, 2024 there were no off-balance

As of March 31, 2026 and December 31, 2025 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

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the first quarter of 2025.

As of September 30, 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.

As of March 31, 2026, we employed one full-time employee primarily engaged in an executive position.

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

As of September 30, 2025, the following table summarizes the status

of our outstanding and exercisable warrants and related transactions since December 31, 2024 (in thousands, except weighted average exercise

As of March 31, 2026, the following table summarizes the status of

our outstanding and exercisable warrants and related transactions since December 31, 2025 (in thousands, except weighted average exercise

price and weighted average remaining contractual life data):

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Value Weighted

As of December 31, 2024 98 $ 63.33 -

As of September 30, 2025 98 $ 63.33 $ -

Balance, as of December 31, 2025 98 $ 63.33 $ —

Balance, as of March 31, 2026 98 $ 63.33 $ —

Share-based compensation payment plans

As of September 30, 2025, 51,030 shares of common stock were subject

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

As of September 30, 2025, 416,219 shares of common stock were available for future grants of share-based payment awards under the

TherapeuticsMD, Inc.

As of March 31, 2026, 105,212 shares of common stock were subject to

outstanding awards under our share-based payment award plans and inducement grants.

As of March 31, 2026, 429,529 shares of common stock

were available for future grants of share-based payment awards under the TherapeuticsMD, Inc.

2019 Stock Incentive Plan.

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Outstanding Exercisable

Awards Weighted Average Exercise Price Aggregate

Value Weighted Average Remaining Contractual Life (in Years) Options

Awards Weighted

Price Aggregate

Value Weighted Average Remaining Contractual Life (in Years)

As of December 31, 2024 57 $ 270.33 $ —

Value Weighted

Life (in Years) Options

Awards Weighted

Price Aggregate

Value Weighted

Balance, as of December 31, 2025 105 $ 74.05 $ —

7.3 105 $ 74.04 $ —

Expired ( 6 ) 312.36 —

As of September 30, 2025 51 $ 265.80 $ —

Balance, as of March 31, 2026 105 $ 73.18 $ —

7.1 105 $ 73.17 $ —

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Balance, as of December 31, 2025

Balance, as of September 30, 2025

The following table summarizes the status of our PSUs and related

transactions since December 31, 2024 (in thousands, except weighted average grant date fair value):

Unvested, as of December 31, 2024

Balance, as of September 30, 2025

Balance, as of March 31, 2026

As of March 31, 2026 and December 31, 2025, there were no outstanding

PSUs remaining.

Share-based payment compensation cost

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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 $ 0 and $ 33 thousand for the three months ended September 30, 2025 and 2024, and $ 24 thousand

and $ 240 thousand for the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, there was no unrecognized share-based payment

award compensation cost related to unvested options, RSUs and PSUs as well as shares issuable under our ESPP.

No tax benefit was realized

due to a continued pattern of net losses.

Pursuant to 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.

compensation costs related to previously issued options, RSU and PSUs totaling $ 2 and $ 23 thousand for the three months ended March 31,

2026 and 2025, respectively.

The unrecognized compensation costs as of March 31, 2026 of $ 25 thousand

are expected to be recognized as share-based payment award compensation related to unvested RSUs over a weighted average period of 2.6

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

Pursuant to 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.

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

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Further, Mayne Pharma will pay to us 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 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.

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.

$ 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 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.

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

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

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

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We recorded a full valuation allowance of the net operating income

and losses for the three and nine months ended September 30, 2025 and 2024.

Accordingly, there were no provisions for income taxes for

the three and nine months ended September 30, 2025 and 2024.

Additionally, as of September 30, 2025 and December 31, 2024, we maintain

a full valuation allowance for all deferred tax assets.

and losses for the three months ended March 31, 2026 and 2025.

Accordingly, there were no provisions for income taxes for the three months

ended March 31, 2026 and 2025.

Additionally, as of March 31, 2026 and December 31, 2025, we maintain a full valuation allowance for all

deferred tax assets.

Earnings (loss) per common share

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Three Months Ended

September 30,

Nine Months Ended

September 30,

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

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

Loss from discontinued operations, net of income taxes

Net income (loss)

Weighted average common shares for basic loss per common share

Weighted average common shares outstanding - basic

Effect of dilutive securities

Weighted average common shares for diluted income (loss) per common share

Earnings (loss) per common share, continuing operations, net of income taxes

Earnings (loss) per common share, discontinued operations, net of income taxes

For the three months ended September 30, 2025, the remaining balance

of our warrants and stock options were excluded from the calculation of diluted earnings (loss) per share because the weighted exercise

prices of the warrants and stock options were greater than or equal to the average price of the common shares and were therefore anti-dilutive.

For the three months ended September 30, 2024 and for the nine months

ended September 30, 2024 and 2025, respectively, since we reported a net loss from continuing operations, 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 from continuing operations are the same for the three and nine months ended

September 30, 2025 and 2024.

The following table sets forth the outstanding weighted average

securities for the periods presented which were not included in the calculation of diluted earnings (loss) per common share as of

September 30 for the respective three and nine month periods (in thousands):

Three Months Ended

September 30,

Nine Months Ended

September 30,

Weighted average common shares outstanding - diluted

Income (loss) per common share, continuing operations, net of income taxes

Income (loss) per common share, discontinued operations, net of income taxes

For the three months ended March 31, 2026, the remaining balance of

our warrants and a portion of the stock options were excluded from the calculation of diluted earnings (loss) per share because the weighted

exercise prices of the warrants and stock options were greater than or equal to the average price of the common shares and were therefore

anti-dilutive.

For the three months ended March 31, 2025, since we reported a net

loss from continuing operations, 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

from continuing operations are the same for the three months ended March 31, 2025.

The following table sets forth the outstanding weighted average securities

for the periods presented which were not included in the calculation of diluted earnings (loss) per common share as of March 31 for the

respective three month periods (in thousands):

As of March 31,

Stock options

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

There were no drawdowns in the first nine months of 2025 and 2024.

There were no draws in the first quarter of 2026 and 2025.

Business concentrations

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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 condensed consolidated financial statements.

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 condensed consolidated financial statements.

Liabilities associated with the commercial business are classified as liabilities

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provided in Note 2.

For the three and nine months ended September 30, 2025, 100 % of license

revenue related to Mayne Pharma, Theramex and Knight.

As of September 30, 2025 , we

had a royalty receivable of $ 3,665 thousand relating to the short-term portion of receivable from Mayne Pharma, Theramex and Knight and

$ 14,269 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.

For the three months ended March 31, 2026, 100 % of license revenue

related to Mayne Pharma, Theramex and Knight.

As of March 31, 2026, we had a royalty receivable of $ 3,211 thousand

relating to the short-term portion of receivable from Mayne Pharma, Theramex and Knight and $ 13,170 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

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Three Months Ended

September 30,

Nine Months Ended

September 30,

License revenue

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

What changed 10-Q

Item 1. Financial Statements