TherapeuticsMD Inc 2025年季度报告

Table of Contents Part I - Financial Information Part II - Other Information ItemLegal proceedings 1. TherapeuticsMD, Inc. and SubsidiariesNotes to the Condensed Consolidated Financial Statements 1. Business, basis of presentation, new accounting standards and summary of significant accounting policies General TherapeuticsMD, Inc. (the “Company”), a Nevada corporation, and its condensed consolidated subsidiaries are referred to collectivelyin this Quarterly Report on Form 10-Q (“10-Q Report”) as “TherapeuticsMD,” “we,” “our” and “us.” This 10-Q Report includestrademarks, trade names and service marks, such as TherapeuticsMD®, vitaMedMD®, BocaGreenMD®, IMVEXXY®, andBIJUVA®, which are protected under applicable intellectual property laws and are the property of, or licensed by or to, us. Solely forconvenience, trademarks, trade names and service marks referred to in this 10-Q Report may appear without the ®, TM or SMsymbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, TherapeuticsMD was previously a women’s healthcare company with a mission of creating and commercializing innovative productsto support the lifespan of women from pregnancy prevention through menopause. In December 2022, we changed our business tobecome a pharmaceutical royalty company, currently receiving royalties on products licensed to pharmaceutical organizations thatpossess 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 ofMayne Pharma Group Limited, an Australian public company, in which we and our subsidiaries (i) granted Mayne Pharma anexclusive license to commercialize our IMVEXXY, BIJUVA and prescription prenatal vitamin products sold under the BocaGreenMD 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 itspossessions and territories and (ii) an exclusive, sublicensable, perpetual, irrevocable license to manufacture, have manufactured, Under the Mayne License Agreement, Mayne Pharma will pay us milestone payments of each of (i) $5.0million if aggregate net salesof all Products in the United States during a calendar year reach $100.0million, (ii) $10.0million if aggregate net sales of all Productsin the United States during a calendar year reach $200.0million and (iii) $15.0million if aggregate net sales of all Products in theUnited States during a calendar year reach $300.0million. Further, Mayne Pharma will pay us royalties on net sales of all Products inthe United States at a royalty rate of8.0% on the first $80.0million in annual net sales and7.5% on annual net sales above $80.0million, subject to certain adjustments, for a period of20years following the Closing Date. The royalty rate will decrease to2.0% on aProduct-by-Product basis upon the earlier to occur of (i) the expiration or revocation of the last patent covering a Product and (ii) a Under the Transaction Agreement, dated December 4, 2022, between TherapeuticsMD and Mayne Pharma (the “TransactionAgreement”), we sold to Mayne Pharma, at closing, certain assets for Mayne Pharma to commercialize the Products in the UnitedStates, including, with the Population Council’s consent, our exclusive license from the Population Council to commercialize The total consideration from Mayne Pharma to TherapeuticsMD for the purchase of the Transferred Assets under the TransactionAgreement and the grant of the licenses under the Mayne License Agreement was (i) a cash payment of $140.0million at closing, (ii) acash payment of approximately $12.1million at closing for the acquisition of net working capital as determined in accordance with theTransaction Agreement and subject to certain adjustments, (iii) a cash payment of approximately $1.0million at closing for prepaid 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 usapproximately $1.0million in prepaid royalties on the Closing Date. The prepaid royalties reduced the first four quarterly paymentsthat would have otherwise been payable pursuant to the Mayne License Agreement by an amount equal to $257thousand per quarterlyroyalty payment plus interest calculated at19% per annum accruing from the Closing Date until the date such quarterly royaltypayment was paid to us. We and Mayne Pharma settled the $1.5million of consideration due to Mayne Pharma for