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Item 1. Financial Statements

2026-08-11 compared with 2026-05-12 · 314 added, 596 removed, 187 unchanged (83% of the section changed)

13 unchanged sentences

Other non-current assets 395 444

Total assets $ 37,529 $ 37,656

Liabilities and stockholders' equity:

10 unchanged sentences

Common stock, par value $ 0.001 ;

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

640,000 and 32,000 shares authorized, 11,574 and 11,574 issued and outstanding as of June 30, 2026 and December 31, 2025, respectively 11 11

Additional paid-in capital 979,262 979,256

2 unchanged sentences

Total liabilities and stockholders' equity $ 37,529 $ 37,656

The accompanying notes are an integral part of

these condensed consolidated financial statements.

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

TherapeuticsMD, Inc.

2 unchanged sentences

(Unaudited - in thousands, except per share data)

Three Months Ended March 31,

Three Months Ended

Six Months Ended

Revenue, net:

14 unchanged sentences

Income (loss) from continuing operations, net of income taxes 164 545 267 ( 91 )

Loss from discontinued operations, net of income taxes

Income (loss) from discontinued operations, net of income taxes ( 9 ) 6 ( 17 ) ( 11 )

Net income (loss) $ 155 $ 551 $ 250 $ ( 102 )

5 unchanged sentences

Weighted average common shares, diluted 11,643 11,574 11,644 11,563

The accompanying notes are an integral part of

these condensed consolidated financial statements.

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

TherapeuticsMD, Inc.

and Subsidiaries

Condensed Consolidated Statements of Stockholders’

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited - in thousands)

Balance, January 1, 2026 11,574 $ 11 $ 979,256 $ ( 952,391 ) $ 26,876

$ ( 952,391 )

Share-based compensation — — 2 — 2

Net income — — — 95 95

Balance, March 31, 2026 11,574 $ 11 $ 979,258 $ ( 952,296 ) $ 26,973

$ ( 952,296 )

Share-based compensation — — 4 — 4

Net income — — — 155 155

Balance, June 30, 2026 11,574 $ 11 $ 979,262 $ ( 952,141 ) $ 27,132

Balance, January 1, 2025 11,532 $ 11 $ 979,181 $ ( 951,822 ) $ 27,370

$ ( 951,822 )

Share-based compensation 42 — 23 — 23

Net loss — — — ( 653 ) ( 653 )

Balance, March 31, 2025 11,574 $ 11 $ 979,204 $ ( 952,475 ) $ 26,740

$ ( 952,475 )

The accompanying notes are an integral part of

these condensed consolidated financial statements.

Share-based compensation — — 1 — 1

Net income — — — 551 551

Balance, June 30, 2025 11,574 $ 11 $ 979,205 $ ( 951,924 ) $ 27,292

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

TherapeuticsMD, Inc.

2 unchanged sentences

(Unaudited - in thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

Net income (loss) $ 250 $ ( 102 )

Loss from discontinued operations, net of taxes

Loss from discontinued operations, net of income taxes ( 17 ) ( 11 )

Net income (loss) from continuing operations 267 ( 91 )

1 unchanged sentence

Depreciation and amortization 189 191

Write-off patents

Write-off of patents 13 88

Share-based compensation costs 6 24

2 unchanged sentences

Prepaid and other current assets ( 101 ) ( 192 )

Other assets 1,267 872

Accounts payable 83 92

7 unchanged sentences

Net cash used in discontinued operations ( 17 ) ( 70 )

Net increase in cash

Net increase in cash and cash equivalents 1,706 1,010

Cash and cash equivalents - continuing operations, beginning of period 7,483 5,059

Total cash and cash equivalents, end of period $ 9,189 $ 6,069

The accompanying notes are an integral part of

these condensed consolidated financial statements.

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

TherapeuticsMD, Inc.

and Subsidiaries

Notes to the Condensed Consolidated Financial

Business, basis of presentation, new accounting standards and

summary of significant accounting policies

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

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 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 total consideration from Mayne Pharma to TherapeuticsMD for the

purchase of the Transferred Assets under the Transaction Agreement and the grant of the licenses under the Mayne License Agreement was

(i) a cash payment of $ 140.0 million at closing, (ii) a cash payment of approximately $ 12.1 million at closing for the acquisition of

net working capital as determined in accordance with the Transaction Agreement and subject to certain adjustments, (iii) a cash payment

of approximately $ 1.0 million at closing for prepaid royalties in connection with the Mayne License Agreement Amendment (as defined below)

and (iv) the right to receive the contingent consideration set forth in the Mayne License Agreement, as amended.

The acquisition of net

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

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

On the Closing Date, TherapeuticsMD and Mayne Pharma entered into

Amendment No.

Notes to the Condensed Consolidated Financial Statements

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

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 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 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.

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 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 total consideration from Mayne Pharma to TherapeuticsMD for the purchase of the Transferred Assets under the Transaction Agreement and the grant of the licenses under the Mayne License Agreement was (i) a cash payment of $ 140.0 million at closing, (ii) a cash payment of approximately $ 12.1 million at closing for the acquisition of net working capital as determined in accordance with the Transaction Agreement and subject to certain adjustments, (iii) a cash payment of approximately $ 1.0 million at closing for prepaid royalties in connection with the Mayne License Agreement Amendment (as defined below) and (iv) the right to receive the contingent consideration set forth in the Mayne License Agreement, as amended.

The acquisition of net working capital was determined in accordance with the Transaction Agreement and included significant estimates which could change materially for a period of up to two years following the Closing Date.

On the Closing Date, TherapeuticsMD and Mayne Pharma entered into Amendment No.

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

Pursuant to the Mayne License Agreement

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

The prepaid royalties reduced

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

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

quarterly royalty payment was paid to us.

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

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

As the parties agreed, during

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

2023 to settle the original $ 1.5 million payable.

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

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

financial statements.

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

operations in our condensed consolidated balance sheets.

Additional disclosures regarding discontinued operations are provided in Note

2 of our condensed consolidated financial statements.

We also have license agreements with strategic partners to commercialize

IMVEXXY and BIJUVA outside of the U.S.

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

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 condensed consolidated financial statements.

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

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

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

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

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

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

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.

● 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 June 30, 2026, 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.

Following the transaction with Mayne Pharma, our primary source of revenue is from royalties on products licensed to pharmaceutical organizations that possess commercial capabilities in the relevant territories.

We may need to raise additional capital to provide additional liquidity to fund our operations.

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 drawdowns 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.

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

at a price per share equal to $ 2.2761 .

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 drawdowns 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.

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.

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 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

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.

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.

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.

There were no drawdowns in the first six 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.

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 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 20, 2026, the court overruled our objections and ordered the parties to submit the net working capital claims to a dispute resolution process set forth in the Transaction Agreement while the case is stayed pending the expert determination of the dispute resolution process.

On May 30, 2025, Mayne Pharma filed a lawsuit against 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.

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.

As of June 30, 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.

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 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 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

than expected or decline, including as a result of Mayne Pharma Group’s potential 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 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.

The accompanying condensed consolidated financial

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

As a result, 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 June 30, 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 June 30, 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 than expected or decline, including as a result of Mayne Pharma Group’s potential 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 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.

The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Basis of presentation

We prepared the condensed consolidated financial statements included

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

for interim reporting.

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

principles generally accepted in the U.S.

We prepared the condensed consolidated financial statements included in this 10-Q Report following the requirements of the United States (“U.S.”) Securities and Exchange Commission (“SEC”) for interim reporting.

As permitted under those rules, certain notes or other financial information that are normally required by accounting principles generally accepted in the U.S.

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

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/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,

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

financial statements.

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

operations in the condensed consolidated balance sheets.

Additional disclosures regarding discontinued operations are provided in Note

2 of the condensed consolidated financial statements.

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

during each quarter of the year.

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

of those for the full year.

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

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

The information included in this 10-Q Report

should be read in conjunction with the consolidated financial statements and accompanying notes included in our 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.

However, 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/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, all results associated with former commercial operations have been reflected as discontinued operations in the condensed consolidated financial statements.

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

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

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

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

In our opinion, all adjustments necessary for a fair presentation of the financial statements, which are of a normal and recurring nature, have been made for the interim periods reported.

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

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.” 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 Standard – Adopted During the Fiscal Year

As of June 30, 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.” 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):

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.

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;

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

and (iii) the definition and total amount of selling

(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.

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

Early adoption

is permitted.

Early adoption is permitted.

The ASU should be applied prospectively.

Retrospective application is permitted for all prior periods presented in the

financial statements.

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

We are evaluating the impact of ASU No.

1 unchanged sentence

In December 2025, the FASB issued ASU No.

2025-11, “Interim Reporting

2025-11, “Interim Reporting (Topic 270):

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 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.

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.

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.

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

2025-11 will be effective beginning in the first quarter of 2028.

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

Estimates and assumptions

The preparation of our condensed consolidated financial statements

in conformity with U.S.

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

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

of revenue and expenses during the reporting periods.

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

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

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

Actual results may differ, at times in material amounts,

from these estimates under different assumptions or conditions.

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

GAAP requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods.

We evaluate our estimates and assumptions based on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Actual results may differ, at times in material amounts, from these estimates under different assumptions or conditions.

Significant accounting policies

The significant accounting policies we use for quarterly financial

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

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 2025 10-K/A Report.

Discontinued Operations

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

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

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

assigning our exclusive license to commercialize ANNOVERA to Mayne Pharma.

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

operations and financial results.

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

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

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

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

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 March 31,

General and administrative expenses

As discussed in Note 1, we changed our business in 2022 by licensing our products to receive royalties and future sales related milestone payments, after granting an exclusive license to commercialize our IMVEXXY, BIJUVA, and prescription prenatal vitamin products sold under the BocaGreenMD and vitaMedMD brands in the United States and assigning our exclusive license to commercialize ANNOVERA to Mayne Pharma.

This plan represented a strategic shift having a major effect on our operations and financial results.

Upon our conversion from a commercial pharmaceutical company to a licensing only company with the consummation of the Mayne Transaction, we classified all direct revenues, costs and expenses related to commercial operations, within income (loss) from discontinued operations, net of tax, in the condensed consolidated statements of operations for all periods presented.

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

Additionally, the related liabilities have been reported as liabilities of discontinued operations in our condensed consolidated balance sheets as of June 30, 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 thousands):

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

General and administrative $ 9 $ ( 6 ) $ 17 $ 11

Total operating expenses 9 ( 6 ) 17 11

Operating loss from discontinued operations

Other income, net

Total other income, net

Loss from discontinued operations, net of income taxes

The following table presents the carrying amounts of the classes of

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

Operating (loss) income from discontinued operations

( 9 ) 6 ( 17 ) ( 11 )

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

$ ( 9 ) $ 6 $ ( 17 ) $ ( 11 )

The following table presents the carrying amounts of the classes of liabilities of discontinued operations as of June 30, 2026 and December 31, 2025 (in thousands):

2026 December 31,

Current liabilities of discontinued operations:

1 unchanged sentence

Prepaid and other current assets

Our prepaid and other current assets consisted of the following as

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

Our prepaid and other current assets consisted of the following as of June 30, 2026 and December 31, 2025 (in thousands):

2026 December 31,

Insurance $ 147 $ 89

Capitalized legal 2,334 2,334

Rent receivable 682 672

Other 375 342

Prepaid and other current assets $ 3,538 $ 3,437

Licensed rights and other intangible assets

The following provides information about our license rights and other

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

March 31, 2026

December 31, 2025

Gross Carrying

The following provides information about our license rights and other intangible assets, net as of June 30, 2026 and December 31, 2025 (in thousands):

June 30, 2026 December 31, 2025

Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net

Intangible assets subject to amortization:

Hormone therapy drug patents $ 5,716 $ 2,612 $ 3,104 $ 5,695 $ 2,423 $ 3,272

Hormone therapy drug patents applied and pending

Hormone therapy drug patents applied

and pending approval 146 — 146 180 — 180

Intangible assets subject to amortization 5,862 2,612 3,250 5,875 2,423 3,452

2 unchanged sentences

License rights and other intangible assets, net $ 6,171 $ 2,612 $ 3,559 $ 6,184 $ 2,423 $ 3,761

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 recorded, in continuing operations, amortization expense related to patents of $ 95 thousand and $ 96 thousand for the three months ended June 30, 2026 and 2025, respectively, and $ 189 thousand and $ 191 thousand for the six months ended June 30, 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

as follows (in thousands):

As a result of this review, we recognized write-offs of patents pending approval of $ 13 thousand and $ 0 for the three months ended June 30, 2026 and 2025 respectively, and we recognized $ 13 thousand and $ 88 thousand for the six months ended June 30, 2026 and 2025, respectively.

Our intangible assets subject to amortization are expected to be amortized as follows (in thousands):

Year ending December 31,

Thereafter 1,377

Total $ 3,104

Accrued expenses and other current liabilities

Other accrued expenses and other current liabilities consisted of

the following (in thousands):

Other accrued expenses and other current liabilities consisted of the following (in thousands):

2026 December 31,

Payroll and related costs $ 431 $ 310

5 unchanged sentences

Mayne Pharma 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

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.

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.

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 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 were 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 up.

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.

We continue to believe our estimated allowances for payer rebates and wholesale distributor fees are reasonable.

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 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.

As of June 30, 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.

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

could not reasonably estimate a range of loss.

As of June 30, 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 June 30, 2026, we believed no additional accrual was required for such claims, as we could not reasonably estimate a range of loss.

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 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 is in place.

In November 2024, the court lifted the stay.

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

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

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 June 30, 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 letter (the “Sun Notice Letter”) regarding an ANDA submitted to the FDA by Sun Pharma Inc.

(“Sun Pharma”).

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 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,

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.

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.

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.

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 June 30, 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, 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.

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 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

in the ordinary course of business.

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

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

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.

As of June 30, 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 in the ordinary course of business.

We are currently not involved in any other litigations and proceedings that we believe would have a material effect on our condensed consolidated financial condition, results of operations, or cash flows.

Off-balance sheet arrangements

As of March 31, 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

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

As of June 30, 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 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 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.

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 June 30, 2026, we employed one full-time employee primarily engaged in an executive position.

Stockholders’ equity

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):

As of June 30, 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):

Warrants outstanding and exercisable

3 unchanged sentences

Balance, as of December 31, 2025 98 $ 63.33 $ - 4.6

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

Balance, as of June 30, 2026 98 $ 63.33 $ - 4.1

Share-based compensation payment plans

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.

As of June 30, 2026, 130,712 shares of common stock were subject to outstanding awards under our share-based payment award plans and inducement grants.

As of June 30, 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.

The following table summarizes the status of our outstanding and exercisable

options and related transactions since December 31, 2025 (in thousands, except weighted average exercise price and weighted average remaining

contractual life data):

The following table summarizes the status of our outstanding and exercisable options and related transactions since December 31, 2025 (in thousands, except weighted average exercise price and weighted average remaining contractual life data):

Outstanding Exercisable

2 unchanged sentences

Value Weighted

Life (in Years) Options

(in Years) Options

Awards Weighted

Price Aggregate

Value Weighted

Value Weighted Average Remaining Contractual Life (in Years)

Balance, as of December 31, 2025 105 $ 74.05 $ — 7.3 105 $ 74.04 $ — 7.3

7.3 105 $ 74.04 $ —

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

7.1 105 $ 73.17 $ —

The following table summarizes the status of our RSUs and related

transactions since December 31, 2025 (in thousands, except weighted average grant date fair value):

Balance, as of June 30, 2026 105 $ 73.18 $ — 6.8 105 $ 73.17 $ — 6.8

The following table summarizes the status of our RSUs and related transactions since December 31, 2025 (in thousands, except weighted average grant date fair value):

RSUs awards outstanding

RSUs Weighted

Fair Value Aggregate

Balance, as of December 31, 2025 26 $ 1.15 $ 41.57

Balance, as of March 31, 2026

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

PSUs remaining.

Balance, as of June 30, 2026 26 $ 1.15 $ 56.36

As of June 30, 2026 and December 31, 2025, there were no remaining outstanding PSUs.

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 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,

milestone payments to us 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 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.

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

due to net operating loss carry forwards from prior years.

We recorded a full valuation allowance of the net operating income

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.

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 totaling $ 4 thousand and $ 1 thousand for the three months ended June 30, 2026 and 2025, respectively, and $ 6 thousand and $ 24 thousand for the six months ended June 30, 2026 and 2025, respectively.

The unrecognized compensation costs as of June 30, 2026 of $ 23 thousand is expected to be recognized as share-based payment award compensation related to unvested RSUs over a weighted average period of 2.3 years.

No tax benefit was realized due to historical patterns 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, milestone payments to us 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 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.

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.

The Theramex and Knight License Agreements provide for variable consideration in the form of milestone payments upon the achievement of specified product net sales thresholds.

In accordance with ASC 606 and the Company’s accounting policy, the Company recognizes milestone revenue in the period in which it receives confirmation from the applicable licensee that the relevant sales threshold has been achieved, at which time the related constraint on variable consideration is resolved.

In July 2026, Knight notified the Company that the net sales milestone related to IMVEXXY sales for the year ended December 31, 2025 had been achieved.

Accordingly, the Company became entitled to receive a milestone payment of CAD 500 .0 thousand, equivalent to $ 364.8 thousand, and recognized the related license revenue during the three months ended September 30, 2026.

We do not expect to pay any significant federal or state income taxes due to net operating loss carry forwards from prior years.

We recorded a full valuation allowance of the net operating income and losses for the three and six months ended June 30, 2026 and 2025.

Accordingly, there were no provisions for income taxes for the three and six months ended June 30, 2026 and 2025.

Additionally, as of June 30, 2026 and December 31, 2025, we maintain a full valuation allowance for all deferred tax assets.

Earnings (loss) per common share

The following table sets forth the computation of basic and diluted

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

The following table sets forth the computation of basic and diluted earnings (loss) per common share for the periods presented (in thousands, except per share amounts):

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Income (loss) from continuing operations, net of income taxes $ 164 $ 545 $ 267 $ ( 91 )

Loss from discontinued operations, net of income taxes

(Loss) income from discontinued operations, net of income taxes ( 9 ) 6 ( 17 ) ( 11 )

Net income (loss) $ 155 $ 551 $ 250 $ ( 102 )

Weighted average common shares outstanding - basic

Weighted average common shares for basic income (loss) per common share 11,574 11,574 11,574 11,563

Effect of dilutive securities 69 — 70 —

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,

Weighted average common shares for diluted income (loss) per common share 11,643 11,574 11,644 11,563

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

Basic $ 0.01 $ 0.05 $ 0.02 $ ( 0.01 )

Diluted 0.01 0.05 0.02 ( 0.01 )

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

Basic $ ( 0.00 ) $ 0.00 $ ( 0.00 ) $ ( 0.00 )

Diluted ( 0.00 ) 0.00 ( 0.00 ) ( 0.00 )

For the three and six months ended June 30, 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 June 30, 2025, the remaining balance of the Company’s warrants and stock options were excluded from the calculation of diluted earnings 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 six months ended June 30, 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.

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 during the respective three and six months ended June 30, 2026 and 2025 (in thousands):

As of June 30,

Stock options 38 51

Warrants 98 98

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.

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, 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.

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

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 and also paid certain affiliates of

Rubric approximately $ 3.0 million as a make-whole payment pursuant to the subscription agreements previously entered into between us and

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

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

On December 30, 2022, in accordance with the terms of the Certificate of Designation, we redeemed all 29,000 outstanding shares of Series A Preferred Stock previously issued to affiliates of Rubric at a purchase price of $ 1,333 per share and also paid certain affiliates of Rubric approximately $ 3.0 million as a make-whole payment pursuant to the subscription agreements previously entered into between us and Rubric.

On June 29, 2023, we issued and sold 312,525 shares of Common Stock to Rubric at a price per share equal to $ 3.6797 pursuant to the Subscription Agreement and received gross proceeds of $ 1.15 million, before expenses.

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

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

There were no drawdowns in the first six months of 2026 and 2025.

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 condensed consolidated financial statements.

Liabilities associated with the commercial business are classified as liabilities

of discontinued operations in our condensed consolidated balance sheets.

Additional disclosures regarding discontinued operations are

provided in Note 2.

For the three months ended March 31, 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.

Liabilities associated with the commercial business are classified as liabilities of discontinued operations in our condensed consolidated balance sheets.

Additional disclosures regarding discontinued operations are provided in Note 2.

For the three and six months ended June 30, 2026, 100 % of license revenue related to Mayne Pharma, Theramex and Knight.

As of June 30, 2026, we had a royalty receivable of $ 3,394 thousand relating to the short-term portion of receivable from Mayne Pharma, Theramex and Knight and $ 12,626 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

We operate in one segment.

Accordingly, our license revenue, net income

(loss), and total assets reflect the revenue, income (loss), and assets of the single segment, respectively.

Accordingly, our license revenue, net income (loss), and total assets reflect the revenue, income (loss), and assets of the single segment , respectively.

Our 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 our reportable segment.

is regularly provided expense information consistent with the expense categories presented in the Condensed Consolidated Statements of

The following tables present total revenue by geographic location.

The CODM uses net income (loss) in assessing the performance and in determining the allocation of resources of our reportable segment.

The CODM is regularly provided expense information consistent with the expense categories presented in the Condensed Consolidated Statements of Operations.

The following table presents total revenue by geographic location.

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

License revenue

United States $ 489 $ 642 $ 733 $ 817

380 310 860 528

Total $ 869 $ 952 $ 1,593 $ 1,345

Subsequent Events

In July 2026, Knight notified the Company that the net sales milestone related to IMVEXXY sales for the year ended December 31, 2025 had been achieved.

As a result of the milestone achievement, the Company became entitled to receive a milestone payment of CAD 500 thousand, $ 364.8 thousand, pursuant to the applicable agreement with Knight and accordingly recognized such milestone revenues in the quarter ending September 30, 2026 in line with the Company’s accounting policies.

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