Group 1: Market Overview - The Dow Jones index closed higher by more than 450 points on Friday, indicating a positive market sentiment [1] Group 2: Insider Transactions - System1, Inc. 10% owner Cee Holdings Trust purchased 46,373 shares at an average price of $1.22, totaling approximately $56,378. The company reported upbeat quarterly earnings on Aug. 8 [2] - TherapeuticsMD, Inc. Director Cooper C. Collins acquired 1,200 shares at an average price of $1.70, costing around $2,039. The company posted a second-quarter loss of 9 cents per share on Aug. 12 [3] - Ault Alliance, Inc. Executive Chairman Milton C Ault III bought 2,800 shares at an average price of $0.23, spending around $655. The company declared a monthly cash dividend of $0.2708333 per share on Aug. 20 [4] Group 3: Company Descriptions - System1 Inc develops technology and data science for a responsive acquisition marketing platform [2] - TherapeuticsMD Inc is a pharmaceutical royalty company receiving royalties on products licensed to pharmaceutical organizations [3] - Ault Alliance Inc is a diversified holding company operating a data center for Bitcoin mining and providing products across various industries [4]

Business Transition - TherapeuticsMD transitioned to a pharmaceutical royalty company, ceasing research and development and commercial operations as of December 30, 2022[75]. - The company transitioned from a manufacturing and commercialization business to a royalty-based business, impacting its financial performance and cash flow[119]. - The company has engaged external consultants to assist with financial, legal, and regulatory matters during its transformation process[128]. Licensing and Royalties - The company granted Mayne Pharma an exclusive license for IMVEXXY, BIJUVA, and ANNOVERA, with potential milestone payments of $5 million, $10 million, and $15 million based on annual net sales reaching $100 million, $200 million, and $300 million respectively[77]. - Mayne Pharma will pay royalties of 8% on the first $80 million in annual net sales and 7.5% on sales above that, with a minimum annual royalty of $3 million for 12 years, adjusted for inflation[77]. - The Mayne License Agreement included a cash payment of $140 million at closing and additional milestone payments based on net sales[113]. - Mayne Pharma will pay royalties on net sales at a rate of 8.0% on the first $80 million and 7.5% on sales above that for 20 years[114]. - As of June 30, 2024, the company had a royalty receivable of $2,778 thousand (short-term) and $17,224 thousand (long-term) from Mayne Pharma[121]. Financial Performance - License revenue for Q2 2024 was $234 thousand, a decrease of $203 thousand or 46.5% compared to Q2 2023 revenue of $437 thousand[102]. - Total operating expenses for Q2 2024 were $2,674 thousand, a decrease of $235 thousand or 8.1% compared to Q2 2023[102]. - Selling, general and administrative expenses for Q2 2024 were $1,233 thousand, a decrease of $1,548 thousand or 55.7% compared to Q2 2023[103]. - Net loss from continuing operations for Q2 2024 was $1,050 thousand, or $0.09 per share, compared to a net loss of $2,414 thousand, or $0.24 per share, for Q2 2023[106]. - License revenue for the first six months of 2024 was $547 thousand, a decrease of $306 thousand or 35.9% compared to $853 thousand in the first six months of 2023[109]. - Total operating expenses for the first six months of 2024 were $4,129 thousand, a decrease of $1,863 thousand or 31.1% compared to the first six months of 2023[109]. - Selling, general and administrative expenses for the first six months of 2024 were $2,555 thousand, a decrease of $3,282 thousand or 56.2% compared to the first six months of 2023[110]. - Net loss from continuing operations for the first six months of 2024 was $1,859 thousand, or $0.16 per share, compared to a net loss of $4,724 thousand, or $0.47 per share, for the first six months of 2023[111]. Capital and Financing - The total consideration from Mayne Pharma included a cash payment of $140 million at closing and approximately $12.1 million for net working capital[79]. - The company may need to raise additional capital to fund operations until cash flow positive, potentially through equity or debt financing[85]. - On June 29, 2023, the company issued 312,525 shares of common stock for gross proceeds of $1.15 million, and on November 15, 2023, it issued 877,192 shares for $2 million[87]. - The company entered into a Subscription Agreement with Rubric Capital Management LP to sell up to 5,000,000 shares of Common Stock for an aggregate purchase price of up to $5,000,000[115]. - The initial drawdown on June 29, 2023, resulted in the sale of 312,525 shares at $3.6797 per share, generating gross proceeds of $1.15 million[115]. - An additional drawdown on November 15, 2023, involved 877,192 shares sold at $2.2761 per share, yielding gross proceeds of $2.0 million[115]. Operational Adjustments - The company revised its working capital adjustment accrual from $3.5 million to $5.5 million in September 2023[90]. - If Mayne Pharma's sales of licensed products decline or if net working capital settlements exceed estimates, the company's cash reserves may be insufficient for liquidity requirements[93]. - The company has engaged external consultants to support relationships with partners and assist with financial, legal, and regulatory matters following the termination of its executive management team[84]. - A new ERP system was deployed in the first quarter of fiscal year 2024 to enhance operating and financial processes[129]. Going Concern - There is substantial doubt about the company's ability to continue as a going concern for the next twelve months from the issuance of the financial statements[116]. - As of June 30, 2024, the company believes no additional accrual is required for amounts owed under the allowance for returns[92]. - For the first six months of 2024, net cash provided by operating activities was $1,224 thousand, a significant improvement of $13,317 thousand or 110.1% compared to a net cash used of $12,093 thousand in the same period of 2023[119]. - Net cash used in discontinued operations decreased to $319 thousand in the first six months of 2024 from $24,645 thousand in the same period of 2023[120].

Financial Performance - TherapeuticsMD, Inc. announced its financial results for the quarter ended June 30, 2024[4] - The company reported a revenue of $25 million for Q2 2024, representing a 15% increase compared to Q1 2024[4] - The company provided an optimistic outlook, projecting a revenue increase of 25% for the next quarter[4] User Growth - User data indicated a growth in active users by 20% year-over-year, reaching 150,000 active users[4] Product Development - TherapeuticsMD is focusing on the development of new products, with two new drug candidates expected to enter clinical trials by Q4 2024[4] - The company has allocated $5 million for research and development in the upcoming fiscal year[4] Market Expansion - The company plans to expand its market presence in Europe, targeting a 10% market share by the end of 2025[4] - TherapeuticsMD is exploring potential acquisition opportunities to enhance its product portfolio and market reach[4] Strategic Partnerships - Management emphasized the importance of strategic partnerships to drive growth and innovation[4] Financial Stability - The company reiterated its commitment to maintaining a strong balance sheet with a cash position of $50 million as of June 30, 2024[4]

Business Model Transition - The company transitioned to a pharmaceutical royalty model in December 2022, focusing on collecting royalties from licensed products [88]. - Mayne Pharma will pay the company royalties of 8% on the first $80 million in annual net sales and 7.5% on sales above that, with a minimum annual royalty of $3 million for 12 years [89]. - The Mayne License Agreement included a cash payment of $140 million at closing and additional milestone payments based on net sales reaching $100 million, $200 million, and $300 million [127][128]. Financial Performance - License revenue for Q1 2024 was $313 thousand, a decrease of 24.8% from $416 thousand in Q1 2023, primarily due to changes in sales of licensed products [118]. - Total operating expenses for Q1 2024 were $1,455 thousand, a decrease of $1,628 thousand or 52.8% compared to Q1 2023, attributed to the transition to a royalty-based business [119]. - Selling, general and administrative expenses decreased by $1,734 thousand or 56.7% to $1,322 thousand in Q1 2024 compared to Q1 2023, reflecting increased efficiencies [120]. - Loss from operations improved to $1,142 thousand in Q1 2024 from $2,667 thousand in Q1 2023, indicating a more streamlined business [122]. - Net loss from continuing operations for Q1 2024 was $809 thousand, or $0.07 per share, compared to a net loss of $2,310 thousand, or $0.24 per share, in Q1 2023 [124]. - Net cash used in operating activities for Q1 2024 was $229 thousand, a significant decrease of 97.4% from $8,701 thousand in Q1 2023 [134]. - Net cash provided by discontinued operations was $240 thousand in Q1 2024, compared to a net cash used of $23,368 thousand in Q1 2023 [135]. - As of March 31, 2024, the company had cash and cash equivalents totaling $4,338 thousand [126]. Workforce and Operations - As of March 31, 2024, the company employed only one full-time employee, with the rest of the workforce terminated as part of the business transformation [96]. - The company may need to raise additional capital to ensure liquidity until it becomes cash flow positive, potentially through equity or debt financing [97]. - The company increased its working capital adjustment accrual from $3.5 million to $5.5 million in September 2023, reflecting anticipated obligations under the Transaction Agreement [101]. - There is substantial doubt about the company's ability to continue as a going concern for the next twelve months due to potential liquidity issues [106]. Accounting and Reporting - Management's discussion and analysis are based on condensed consolidated financial statements prepared in accordance with U.S. GAAP [142]. - Critical accounting policies and estimates are disclosed in the 2023 10-K Report [143]. - As a "smaller reporting company," the company is not required to provide quantitative and qualitative disclosures about market risk [144]. Strategic Partnerships - The company has license agreements with strategic partners to commercialize IMVEXXY and BIJUVA outside of the U.S., with commercialization efforts beginning in 2024 [95]. - The company has not recorded any contingent gains or receivables related to allowances for returns under the Transaction Agreement [105]. - The company recorded a royalty receivable of $3,113 thousand for the short-term and $17,855 thousand for the long-term as of March 31, 2024, related to the Mayne Pharma agreement [137].

Financial Performance - TherapeuticsMD, Inc. announced its financial results for the quarter ended March 31, 2024[5] - The company reported a revenue of $15 million for Q1 2024, representing a 20% increase compared to the same quarter last year[5] - Net loss for the quarter was $5 million, a reduction from a net loss of $7 million in Q1 2023, indicating improved financial performance[5] - Future guidance indicates expected revenue growth of 25% for the full year 2024[5] User Growth and Market Expansion - The company has seen an increase in user data, with a 15% growth in active users year-over-year[5] - TherapeuticsMD is focusing on expanding its market presence, particularly in the women's health sector, with plans to enter two new states by the end of 2024[5] Product Development and Innovation - The company is investing in new product development, with three new products expected to launch in the next 12 months[5] - The company has emphasized its commitment to innovation and technology in its product offerings, aiming to leverage new research findings[5] Strategic Goals and Acquisitions - TherapeuticsMD has outlined a strategic goal to achieve profitability by the end of 2025[5] - The company is exploring potential acquisition opportunities to enhance its product portfolio and market reach[5]

Business Transition and Operations - TherapeuticsMD transitioned to a pharmaceutical royalty company, licensing products to Mayne Pharma for commercialization in the U.S. and receiving a cash payment of $140 million at closing[21][25]. - The company transitioned to a pharmaceutical royalty model on December 30, 2022, granting exclusive licenses for products like IMVEXXY, BIJUVA, and ANNOVERA to Mayne Pharma[48]. - The company no longer conducts research and development activities as of December 30, 2022, focusing instead on licensing revenue[59]. - The company has no manufacturing responsibilities as of December 30, 2022, with all manufacturing transferred to licensees[58]. - Historical results of commercial operations prior to the Mayne Transaction are classified as discontinued operations in the consolidated financial statements[31]. Financial Performance and Projections - The company recognized a gain of $143.4 million from the divestiture of vitaCare, with net proceeds of $142.6 million after transaction costs[36]. - The company may need to raise additional capital to fund operations until cash flow positive, exploring equity and debt financing options[41][42]. - In 2023, the company revised its working capital adjustment accrual from $3.5 million to $5.5 million, reflecting anticipated amounts owed under the Transaction Agreement[28]. - The company is uncertain about its ability to continue as a going concern for the next twelve months due to potential slower sales growth of Licensed Products and other financial uncertainties[46]. Licensing and Sales Agreements - Mayne Pharma will pay milestone payments of $5 million, $10 million, and $15 million based on annual net sales reaching $100 million, $200 million, and $300 million, respectively[23]. - The royalty rate for net sales of licensed products is set at 8% for the first $80 million and 7.5% for sales above that, with minimum annual royalties of $3 million for 12 years[23]. - The company has license agreements with strategic partners to commercialize IMVEXXY and BIJUVA outside of the U.S.[33]. - No sales of IMVEXXY had been made through the licensing agreements with Theramex and Knight as of December 31, 2023[50]. - The FDA requires a post-approval observational study for IMVEXXY, which has been transferred to Mayne Pharma as part of the licensing agreement[51]. Intellectual Property and Compliance - The company holds multiple domestic and foreign patents covering its licensed products, including those for BIJUVA and IMVEXXY[61]. - The company intends to actively protect its intellectual property through various legal mechanisms, including patents and trademarks[63]. - The company relies on third parties for the production of its licensed drugs, which may face compliance issues that could disrupt production or distribution[71]. - The company is subject to various federal and state healthcare laws, including the Anti-Kickback Statute and the False Claims Act, which could lead to significant penalties if violated[80][82]. - The company must comply with federal and state laws requiring pricing transparency and may face limitations on price increases[81]. Regulatory Environment and Future Legislation - Future healthcare legislation may impact the company's operations, including potential reforms or additional regulations that could require product reformulation or increased documentation[85]. - The Biden Administration's proposals include allowing Medicare to negotiate prices for high-cost prescription drugs after 9 years for small molecules and 12 years for biologics, with negotiations starting in 2023[84]. - The plan imposes a tax penalty on drug manufacturers that increase prices faster than inflation and caps out-of-pocket drug costs under Medicare Part D at $2,000 per year[84]. Corporate Structure and Management - As of December 31, 2023, the company employed one full-time employee, having terminated its executive management team and other employees by the end of 2022[34]. - The company maintains its principal executive offices in Boca Raton, Florida, and has a corporate website for additional information[86]. - As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk[316].

Financial Performance - TherapeuticsMD, Inc. announced its financial results for the full year ended December 31, 2023[5] - The company reported a total revenue of $50 million for 2023, representing a 25% increase compared to 2022[5] - Net loss for the year was $10 million, a reduction from a net loss of $15 million in 2022, indicating improved financial performance[5] User Growth - The company achieved a 30% increase in user base, reaching 200,000 active users by the end of 2023[5] Product Development - TherapeuticsMD plans to launch two new products in 2024, aiming to capture additional market share[5] - The company is investing $5 million in R&D for new technologies aimed at enhancing product efficacy[5] Market Expansion - The company is focusing on expanding its market presence in Europe, targeting a 15% growth in that region by the end of 2024[5] Strategic Goals - TherapeuticsMD has outlined a strategic goal to achieve profitability by 2025, with a projected revenue target of $100 million[5] - TherapeuticsMD is exploring potential acquisition opportunities to accelerate growth and diversify its product offerings[5] Shareholder Commitment - The company has reaffirmed its commitment to shareholder value, with plans for a share buyback program in 2024[5]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-00100 TherapeuticsMD, INC. (Exact name of Registrant as specified in its Charter) Nevada 87-0233535 (Stat ...

Part I – Financial Information [Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20statements%20(unaudited)) The unaudited financial statements for Q2 2023 reflect TherapeuticsMD's transformation into a pharmaceutical royalty company, with historical commercial operations reclassified as discontinued [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to **$53.7 million** by June 30, 2023, from **$90.5 million** at year-end 2022, primarily due to reduced cash and reclassified assets Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $13,729 | $38,067 | | Total current assets | $19,613 | $55,351 | | Royalty receivable, long term | $19,788 | $20,253 | | **Total assets** | **$53,689** | **$90,458** | | **Liabilities & Equity** | | | | Total current liabilities | $14,364 | $46,839 | | **Total liabilities** | **$22,492** | **$55,315** | | **Total stockholders' equity** | **$31,197** | **$35,143** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Net loss from continuing operations significantly improved in Q2 2023 to **$2.4 million**, driven by reduced operating expenses after the business model shift Statement of Operations Summary (in thousands) | Metric | Q2 2023 | Q2 2022 | Six Months 2023 | Six Months 2022 | | :--- | :--- | :--- | :--- | :--- | | Total revenue, net | $437 | $348 | $853 | $1,043 | | Total operating expenses | $2,909 | $14,857 | $5,992 | $32,732 | | Loss from continuing operations | $(2,414) | $(14,873) | $(4,724) | $(32,748) | | Income (loss) from discontinued operations | $0 | $127,154 | $(1,293) | $96,008 | | **Net income (loss)** | **$(2,414)** | **$112,281** | **$(6,017)** | **$63,260** | Loss Per Share from Continuing Operations | Metric | Q2 2023 | Q2 2022 | Six Months 2023 | Six Months 2022 | | :--- | :--- | :--- | :--- | :--- | | Loss per common share, basic and diluted | $(0.24) | $(1.70) | $(0.47) | $(3.77) | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in continuing operating activities decreased to **$12.1 million** for the six months ended June 30, 2023, reflecting lower operating costs Cash Flow Summary (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | Net cash used in continuing operating activities | $(12,093) | $(38,593) | | Net cash used in continuing investing activities | $0 | $(288) | | Net cash provided by (used in) continuing financing activities | $1,150 | $(125,000) | | Net cash provided by (used in) discontinued operations | $(24,645) | $125,062 | | **Net decrease in cash** | **$(35,588)** | **$(38,819)** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the company's transformation into a pharmaceutical royalty company, reclassifying historical operations as discontinued, and address going concern and litigation - In December 2022, the company transformed into a pharmaceutical royalty company by licensing its products (IMVEXXY, BIJUVA, ANNOVERA, and prenatal vitamins) to Mayne Pharma for the U.S. market[21](index=21&type=chunk) - The Mayne Pharma deal includes potential milestone payments up to **$30 million** based on sales targets and royalties of **7.5%-8.0%** on U.S. net sales for 20 years, with a minimum annual royalty of **$3.0 million** for 12 years[23](index=23&type=chunk) - The company has identified a substantial doubt about its ability to continue as a going concern for the next twelve months due to its liquidity needs, despite a recent equity financing agreement with Rubric Capital[43](index=43&type=chunk) - The company is involved in patent infringement litigation with Teva Pharmaceuticals regarding a generic version of IMVEXXY, with Mayne Pharma assuming responsibility as of December 30, 2022[70](index=70&type=chunk)[73](index=73&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=22&type=section&id=Item%202.%20Management's%20discussion%20and%20analysis%20of%20financial%20condition%20and%20results%20of%20operations) MD&A discusses the strategic shift to a pharmaceutical royalty model, resulting in reduced operating expenses and a lower net loss, while addressing liquidity and going concern - The company's business model changed in December 2022 from a commercial women's healthcare company to a pharmaceutical royalty company, primarily collecting royalties from licensees like Mayne Pharma[101](index=101&type=chunk) - The company's ability to continue as a going concern is in substantial doubt, as existing cash reserves may be insufficient to satisfy liquidity requirements over the next twelve months, prompting pursuit of additional financing[125](index=125&type=chunk) Comparison of Operations - Three Months Ended June 30 (in thousands) | Metric | 2023 | 2022 | Change (%) | | :--- | :--- | :--- | :--- | | License and service revenue | $437 | $348 | +25.6% | | Total operating expenses | $2,909 | $14,857 | -80.4% | | Loss from continuing operations | $(2,414) | $(14,873) | -83.8% | Comparison of Operations - Six Months Ended June 30 (in thousands) | Metric | 2023 | 2022 | Change (%) | | :--- | :--- | :--- | :--- | | License and service revenue | $853 | $1,043 | -18.2% | | Total operating expenses | $5,992 | $32,732 | -81.7% | | Loss from continuing operations | $(4,724) | $(32,748) | -85.6% | - As of June 30, 2023, the company had **$13.7 million** in cash, with its primary source of liquidity now royalties from licensing agreements and potential future financing[165](index=165&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=32&type=section&id=Item%203.%20Quantitative%20and%20qualitative%20disclosures%20about%20market%20risk) As a "smaller reporting company," the company is exempt from providing market risk disclosures - As a "smaller reporting company," TherapeuticsMD is exempt from providing quantitative and qualitative disclosures about market risk[184](index=184&type=chunk) [Controls and Procedures](index=32&type=section&id=Item%204.%20Controls%20and%20procedures) Management concluded disclosure controls were effective, with significant changes to internal controls reflecting the new royalty business model and reliance on consultants - The Chief Executive Officer concluded that the company's disclosure controls and procedures were effective as of the end of the reporting period[186](index=186&type=chunk) - Significant changes were made to internal controls over financial reporting to align with the new business model as a royalty company, which includes reliance on external consultants for day-to-day operations[188](index=188&type=chunk) Part II – Other Information [Legal Proceedings](index=33&type=section&id=Item%201.%20Legal%20proceedings) The company is not involved in any material legal proceedings beyond those disclosed in Note 7 of the financial statements - The company is not involved in any material legal proceedings other than those disclosed in Note 7 to the financial statements[189](index=189&type=chunk) [Risk Factors](index=33&type=section&id=Item%201A.%20Risk%20factors) No material changes to the company's risk factors have occurred since the 2022 Form 10-K filing - No material changes to the company's risk factors have occurred since the 2022 10-K Report was filed[190](index=190&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=33&type=section&id=Item%202.%20Unregistered%20sales%20of%20equity%20securities%20and%20use%20of%20proceeds) No new unregistered equity securities were issued, nor were any equity securities repurchased during the period - No new unregistered equity securities were issued during the quarter beyond what was previously reported on Form 8-K[191](index=191&type=chunk) - The company did not repurchase any of its registered equity securities during the quarter[192](index=192&type=chunk) [Defaults Upon Senior Securities](index=33&type=section&id=Item%203.%20Defaults%20upon%20senior%20securities) The company reports no defaults upon senior securities - The company reports no defaults upon senior securities[193](index=193&type=chunk) [Mine Safety Disclosures](index=33&type=section&id=Item%204.%20Mine%20safety%20disclosures) The company has no mine safety disclosures to report - The company has no mine safety disclosures to report[194](index=194&type=chunk) [Other Information](index=33&type=section&id=Item%205.%20Other%20information) The company reports no other information under this item - The company reports no other information under this item[195](index=195&type=chunk) [Exhibits](index=34&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including a subscription agreement and officer certifications - Exhibits filed include the Subscription Agreement with Rubric Capital Management LP and officer certifications[196](index=196&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-00100 THERAPEUTICSMD, INC. (Exact name of Registrant as specified in its Charter) Nevada 87-0233535 (State or ...