Item 1.01 Entry into a Material Definitive Agreement.
Subscription Agreement with
On
The Company received gross proceeds of
The Series A Preferred Stock issued pursuant to the Subscription Agreement was
sold and issued without registration under the Securities Act of 1933, as
amended (the "Securities Act"), in reliance on the exemptions provided by
Section 4(a)(2) of the Securities Act as transactions not involving a public
offering and Rule 506 of Regulation D promulgated under the Securities Act as
sales to accredited investors, and in reliance on similar exemptions under
applicable state laws. The powers, designations, preferences and privileges and
the qualifications, limitations or restrictions of the Series A Preferred Stock
issued pursuant to the Subscription Agreement are set forth in the Certificate
of Designation previously filed with the Secretary of State of the
Financing Agreement Extension
In connection with the Offering, and in accordance with Amendment No. 16 to the
Financing Agreement, on
The Lender Warrants issued pursuant to the Lender Subscription Agreement were sold and issued without registration under the Securities Act in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 of Regulation D promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.
The foregoing summaries of the Subscription Agreement and the Lender Subscription Agreement and Lender Warrants do not purport to be complete and are subject to, and qualified in their entirety by, the Subscription Agreement and the Lender Subscription Agreement and Lender Warrants, each of which are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.
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The representations, warranties and covenants contained in the Subscription
Agreement and the Lender Subscription Agreement were made only for purposes of
such agreements and as of specific dates, were solely for the benefit of the
parties to such agreements and are subject to limitations agreed upon by the
contracting parties. Accordingly, the Subscription Agreement and the Lender
Subscription Agreement are incorporated herein by reference only to provide
investors with information regarding the terms of the Subscription Agreement and
the Lender Subscription Agreement and not to provide investors with any other
factual information regarding the Company or its business, and should be read in
conjunction with the disclosures in the Company's periodic reports and other
filings with the
Item 3.02. Unregistered Sales of
The disclosure required by this Item and included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Index Exhibit Number Description 10.1 Subscription Agreement betweenTherapeuticsMD, Inc. and RubricCapital Management LP , datedSeptember 30, 2022 . 10.2 Subscription Agreement by and amongTherapeuticsMD, Inc. , Sixth Street Specialty Lending, Inc.,TOP IV Talents, LLC andTAO Talents, LLC , datedSeptember 30, 2022 . 99.1 Press Release ofTherapeuticsMD, Inc. datedOctober 3, 2022 announcing the Offering. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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