Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On September 6, 2022, the board of directors (the “Board”) of TherapeuticsMD,
Inc., a Nevada corporation (the “Company”), appointed Dr. Brian Bernick, the
Company’s co-founder and Chief Scientific and Medical Officer, and Mr. Mark
Glickman, the Company’s Chief Business Officer, as the Company’s Interim
Co-Chief Executive Officers and co-principal executive officers. Dr. Bernick and
Mr. Glickman succeed Mr. Hugh O’Dowd as the Company’s Chief Executive Officer.
Also on September 6, 2022, the Board appointed The Honorable Tommy Thompson, who
previously served as the Company’s Chairman of the Board, as the Executive
Chairman of the Board.
The information regarding Dr. Bernick and Mr. Glickman required by Items 401(b),
(d) and (e) of Regulation S-K is set forth in the Company’s Amendment No. 1 to
its Annual Report on Form 10-K filed with the U.S. Securities and Exchange
Commission on April 29, 2022, and such information is incorporated herein by
reference. Other than as described in this Current Report on Form 8-K, since the
beginning of the Company’s last fiscal year, the Company has not engaged in any
transactions, and there are no proposed transactions, or series of similar
transactions, in which the Company was or is to be a participant and in which
either Dr. Bernick or Mr. Glickman had a direct or indirect material interest in
which the amount involved exceeds or exceeded $120,000.
Mr. O’Dowd’s separation as the Company’s Chief Executive Officer is a
termination without “Good Cause,” as defined in that certain employment
agreement, dated August 3, 2021, by and between Mr. O’Dowd and the Company, and
Mr. O’Dowd is entitled to receive the separation benefits provided therein upon
his execution of a general release of all claims against the Company and its
affiliates. In connection with his separation as the Company’s Chief Executive
Officer, Mr. O’Dowd ceased to serve as a member of the Board, effective on
September 6, 2022.
Item 7.01 Regulation FD Disclosure.
On September 12, 2022, the Company issued a press release announcing the
leadership changes described in Item 5.02 of this Current Report on Form 8-K. A
copy of the press release is furnished as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
The information in this Item 7.01 and the information contained in Exhibit 99.1
is furnished and shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as may be expressly set forth by specific
reference in any such filing, regardless of any general incorporation language
in the filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Index Exhibit No. Description 99.1 Press release from TherapeuticsMD, Inc., dated September 12, 2022, entitled "TherapeuticsMD Appoints Dr. Brian Bernick and Mr. Mark Glickman as Interim Co-Chief Executive Officers." 104 Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document).
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