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As Of Filer Filing For·On·As Docs:Size Issuer Agent 7/29/14 TherapeuticsMD, Inc. S-3MEF 7/29/14 3:47K RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: S-3MEF Registration of Additional Securities HTML 31K 2: EX-5.1 Opinion re: Legality HTML 14K 3: EX-23.1 Consent of Experts or Counsel HTML 6K
| FORM S-3MEF |
As filed with the Securities and Exchange Commission on July 29, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TherapeuticsMD, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 87-0233535 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
6800 Broken Sound Parkway NW, Third Floor
(561) 961-1900
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Robert G. Finizio
Chief Executive Officer
TherapeuticsMD, Inc.
6800 Broken Sound Parkway NW, Third Floor
(561) 961-1900
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Daniel A. Cartwright Chief Financial Officer TherapeuticsMD, Inc. 6800 Broken Sound Parkway NW, Third Floor Boca Raton, FL 33487 (561) 961-1900 |
Gary Epstein, Esq. Greenberg Traurig, P.A. 333 Avenue of the Americas, Suite 4400 (305) 579-0500 |
Patrick O’Brien, Esq. Ropes & Gray LLP Prudential Tower 800 Boylston Street (617) 951-7000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ¨
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x (333-186189)
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
|
| ||||
| Title of each class of securities to be registered |
Proposed maximum offering |
Amount of registration fee | ||
| Common Stock, par value $0.001 per share |
$7,735,440.22 | $996.33 | ||
|
| ||||
|
| ||||
| (1) | Includes the aggregate offering price of shares that the underwriters have the option to purchase. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-3 (File No. 333-186189). |
| (2) | In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum offering price of no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under the related Registration Statement on Form S-3 (File No. 333-186189), is hereby registered. |
| (3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) promulgated under the Securities Act of 1933, as amended. |
The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This Registration Statement is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended. This Registration Statement incorporates by reference the contents of, including all amendments and exhibits thereto and all information incorporated by reference therein, the Registration Statement on Form S-3 (Registration No. 333-186189), which was declared effective by the Commission on February 5, 2013, and is being filed solely for the purpose of registering an increase in the maximum aggregate offering price of $7,735,440.22. The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Boca Raton, State of Florida, on the 29th day of July, 2014.
| THERAPEUTICSMD, INC. | ||
| By: | ||
| Robert G. Finizio | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
| Signature |
Capacity |
Date | ||
| Chief Executive Officer, Director (Principal Executive and Accounting Officer) |
July 29, 2014 | |||
| Robert G. Finizio | ||||
| * |
President, Secretary, Director | July 29, 2014 | ||
| John C.K. Milligan, IV | ||||
| Chief Financial Officer, Treasurer (Principal Financial Officer) |
July 29, 2014 | |||
| Daniel A. Cartwright | ||||
| * |
Chairman | July 29, 2014 | ||
| Tommy G. Thompson | ||||
| * |
Director | July 29, 2014 | ||
| Brian Bernick | ||||
|
|
Director | |||
| Randall Stanicky | ||||
| * |
Director | July 29, 2014 | ||
| Cooper C. Collins | ||||
| * |
Director | July 29, 2014 | ||
| Robert V. LaPenta, Jr. | ||||
|
|
Director | |||
| Jules A. Musing | ||||
| * |
Director | July 29, 2014 | ||
| Nicholas Segal | ||||
| *By: | ||||
| Robert G. Finizio | ||||
| Attorney-in-fact |
II-1
| Exhibit |
Description | |
| 5.1 | Opinion of Greenberg Traurig, LLP. | |
| 23.1 | Consent of Rosenberg Rich Baker Berman & Company. | |
| 23.2 | Consent of Greenberg Traurig, LLP (included in Exhibit 5.1). | |
| 24.1 | Power of Attorney of Directors and Executive Officers (incorporated by reference to the signature page of Form S-3 Registration Statement (Registration No. 333-186189) filed by TherapeuticsMD, Inc. on January 25, 2013). | |
II-2
| This ‘S-3MEF’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 7/29/14 | 424B5, 8-K | ||
| 2/5/13 | ||||
| 1/25/13 | 8-K, S-3 | |||
| List all Filings | ||||