x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended
September 30, 2012
|
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
|
|
|
For the transition period from________ to ___________
|
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 No.)
|
951 Broken Sound Parkway NW, Suite 320, Boca Raton, FL 33487
|
(561) 961-1911
|
|
(Address of Principal Executive Offices)
|
(Issuer’s Telephone Number)
|
September 30, 2012
|
December 31, 2011
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
Current Assets:
|
||||||||
Cash
|
$ | 154,247 | $ | 126,421 | ||||
Accounts receivable, net of allowance for doubtful accounts of $34,713 and $1,500, respectively
|
270,262 | 26,720 | ||||||
Inventory
|
955,129 | 588,073 | ||||||
Other current assets
|
851,839 | 496,060 | ||||||
Total current assets
|
2,231,477 | 1,237,274 | ||||||
Property and equipment, net
|
95,066 | 70,113 | ||||||
Other Assets:
|
||||||||
Prepaid expenses
|
1,048,952 | 80,515 | ||||||
Patent costs
|
107,094 | 18,870 | ||||||
Security deposit
|
31,949 | 31,949 | ||||||
Total other assets | 1,187,995 | 131,334 | ||||||
Total assets
|
$ | 3,514,538 | $ | 1,438,721 | ||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable
|
1,031,053 | 306,511 | ||||||
Deferred revenue
|
701,929 | — | ||||||
Notes payable
|
2,099,220 | 2,150,000 | ||||||
Notes payable, related parties
|
150,000 | 200,000 | ||||||
Accrued interest
|
16,986 | 28,321 | ||||||
Other current liabilities
|
428,378 | 465,747 | ||||||
Total current liabilities
|
4,427,566 | 3,150,579 | ||||||
Long-Term Liabilities:
|
||||||||
Notes payable, net of debt discount of $1,350,162 and $0, respectively
|
3,341,686 | — | ||||||
Accrued interest
|
79,111 | — | ||||||
Total long-term liabilities
|
3,420,797 | — | ||||||
Total liabilities
|
7,848,363 | 3,150,579 | ||||||
Commitments and Contingencies
|
||||||||
Stockholders’ Deficit:
|
||||||||
Preferred stock - par value $0.001; 10,000,000 shares authorized; no shares issued and outstanding
|
— | — | ||||||
Common stock - par value $0.001; 250,000,000 shares authorized; 99,784,982 and 82,978,804 issued and outstanding, respectively
|
99,785 | 82,979 | ||||||
Additional paid in capital
|
50,310,369 | 15,198,241 | ||||||
Subscriptions receivable
|
(8,358,001 | ) | — | |||||
Accumulated deficit
|
(46,385,978 | ) | (16,993,078 | ) | ||||
Total stockholder’ deficit
|
(4,333,825 | ) | (1,711,858 | ) | ||||
Total liabilities and stockholders’ deficit
|
$ | 3,514,538 | $ | 1,438,721 |
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
September 30,
|
September30,
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
|||||||||||||
Revenues, net
|
$ | 1,036,456 | $ | 539,572 | $ | 2,577,298 | $ | 1,533,731 | ||||||||
Cost of goods sold
|
306,843 | 241,688 | 1,015,337 | 684,420 | ||||||||||||
Gross profit
|
729,613 | 297,884 | 1,561,961 | 849,311 | ||||||||||||
Operating expenses:
|
||||||||||||||||
Sales, general, and administration
|
3,291,357 | 1,633,180 | 9,691,892 | 3,818,710 | ||||||||||||
Research and development
|
1,334,005 | 95,223 | 2,579,308 | 255,953 | ||||||||||||
Depreciation and amortization
|
14,839 | 13,711 | 43,952 | 41,133 | ||||||||||||
Total operating expense
|
4,640,201 | 1,742,114 | 12,315,152 | 4,115,796 | ||||||||||||
Operating loss
|
(3,910,588 | ) | (1,444,230 | ) | (10,753,191 | ) | (3,266,485 | ) | ||||||||
Other income and (expense)
|
||||||||||||||||
Miscellaneous income
|
932 | 75 | 2,486 | 75 | ||||||||||||
Loss on extinguishment of debt
|
(197,383 | ) | — | (10,505,247 | ) | — | ||||||||||
Beneficial conversion feature
|
— | — | (6,716,504 | ) | — | |||||||||||
Amortization of debt discount
|
(50,099 | ) | (14,360 | ) | (1,159,375 | ) | (17,950 | ) | ||||||||
Interest expense
|
(84,376 | ) | (16,505 | ) | (225,834 | ) | (16,737 | ) | ||||||||
Loan guaranty costs
|
(11,745 | ) | (11,745 | ) | (35,235 | ) | (26,414 | ) | ||||||||
Total other income (expense)
|
(342,671 | ) | (42,535 | ) | (18,639,709 | ) | (61,026 | ) | ||||||||
Loss before taxes
|
(4,253,259 | ) | (1,486,765 | ) | (29,392,900 | ) | (3,327,511 | ) | ||||||||
Provision for income taxes
|
— | — | — | — | ||||||||||||
Net loss
|
$ | (4,253,259 | ) | $ | (1,486,765 | ) | $ | (29,392,900 | ) | $ | (3,327,511 | ) | ||||
Loss per share, basic and diluted:
|
||||||||||||||||
Net loss per share, basic and diluted
|
$ | (0.04 | ) | $ | (0.03 | ) | $ | (0.33 | ) | $ | (0.06 | ) | ||||
Weighted average number of common shares outstanding
|
95,895,677 | 58,407,327 | 88,892,757 | 57,275,797 |
September 30,
2012
|
December 31, 2011
|
|||||||
Finished product
|
$ | 890,196 | $ | 588,073 | ||||
Deferred costs
|
64,933 | -0- | ||||||
TOTAL INVENTORY
|
$ | 955,129 | $ | 588,073 |
September 30,
2012
|
December 31, 2011
|
|||||||
Prepaid consulting
|
$ | 449,225 | $ | 95,962 | ||||
Deposits with vendors (Note 15)
|
331,702 | 300,503 | ||||||
Prepaid insurance
|
40,941 | 52,611 | ||||||
Prepaid guaranty costs
|
20,575 | 46,984 | ||||||
Deferred offering costs
|
8,398 | -0- | ||||||
Other prepaid costs
|
998 | -0- | ||||||
TOTAL OTHER CURRENT ASSETS
|
$ | 851,839 | $ | 496,060 |
September 30,
2012
|
December 31, 2011
|
|||||||
Website
|
$ | 94,244 | $ | 91,743 | ||||
Equipment
|
67,669 | 33,651 | ||||||
Furniture and fixtures
|
58,605 | 26,219 | ||||||
220,518 | 151,613 | |||||||
Accumulated depreciation
|
(125,452 | ) | (81,500 | ) | ||||
TOTAL FIXED ASSETS
|
$ | 95,066 | $ | 70,113 |
September 30,
2012
|
December 31, 2011
|
|||||||
Prepaid consulting
|
$ | 1,048,952 | $ | 71,689 | ||||
Prepaid guaranty costs
|
-0- | 8,826 | ||||||
TOTAL OTHER ASSETS
|
$ | 1,048,952 | $ | 80,515 |
September 30,
2012
|
December 31, 2011
|
|||||||
Accrued payroll and commission
|
$ | 197,483 | $ | 295,915 | ||||
Accrued vacation
|
96,124 | 68,438 | ||||||
Other accrued expenses
|
93,412 | 60,035 | ||||||
Dividends payable
(1)
|
41,359 | 41,359 | ||||||
TOTAL OTHER CURRENT LIABILITIES
|
$ | 428,378 | $ | 465,747 | ||||
______________ | ||||||||
(1) In June 2008, the Company declared and paid a special dividend of $0.40 per share of common stock to all shareholders of record as of June 10, 2008. This amount reflects moneys remaining unclaimed by certain shareholders. |
Number of Shares Under Company Warrant
|
Weighted Average Exercise Price
|
Weighted
Average
Remaining
Contractual
Life in Years
|
Aggregate
Intrinsic Value
|
|||||||||||||
Balance at December 31, 2011
|
3,057,627 | $ | 0.36 | 7.9 | $ | 3,483,691 | ||||||||||
Granted
|
17,332,500 | $ | 1.26 | 4.5 | $ | 37,957,525 | ||||||||||
Exercised
|
(8,145,486 | ) | $ | 0.38 | ||||||||||||
Expired
|
-0- | |||||||||||||||
Cancelled
|
-0- | |||||||||||||||
Balance at September 30, 2012
|
12,244,641 | $ | 1.62 | 5.1 | $ | 22,403,657 | ||||||||||
Vested and Exercisable at September 30, 2012 | 11,717,927 | $ | 1.68 | 4.9 | $ | 20,777,898 |
Risk-free interest rate
|
0.65-2.23 | % | ||
Volatility
|
40.77-44.83 | % | ||
Expected life (in years)
|
5.00-6.75 | |||
Dividend yield
|
0.00 | % |
Number of Shares Under Company Option
|
Weighted Average Exercise Price
|
Weighted
Average
Remaining
Contractual
Life in Years
|
Aggregate Intrinsic Value
|
|||||||||||||
Balance at December 31, 2011
|
10,590,161 | $ | 0.16 | 7.6 | $ | 14,067,649 | ||||||||||
Granted
|
2,296,750 | $ | 2.56 | 9.6 | $ | 2,039,838 | ||||||||||
Exercised
|
(1,931,788 | ) | $ | 0.13 | ||||||||||||
Expired
|
-0- | |||||||||||||||
Cancelled
|
(26,428 | ) | $ | 0.24 | ||||||||||||
Balance at September 30, 2012
|
10,928,695 | $ | 0.68 | 7.3 | $ | 30,261,370 | ||||||||||
Vested and Exercisable at September 30, 2012 | 7,528,886 | $ | 0.22 | 6.7 | $ | 24,349,605 |
Three Months Ended
September 30,
|
||||||||||||
2012
|
2011
|
Change
|
||||||||||
(000s ) | ||||||||||||
Revenues, net
|
$ | 1,036 | $ | 540 | $ | 496 | ||||||
Cost of goods sold
|
307 | 242 | 65 | |||||||||
Operating expenses
|
4,640 | 1,742 | 2,898 | |||||||||
Operating loss
|
(3,911 | ) | (1,444 | ) | (2,467 | ) | ||||||
Other income (expense), net
|
(342 | ) | (43 | ) | (299 | ) | ||||||
Net loss
|
$ | (4,253 | ) | $ | (1,487 | ) | $ | (2,766 | ) |
Three Months Ended
September 30,
|
||||||||
2012
|
2011
|
|||||||
Human resource costs, including commission, benefits and taxes
|
27.5 | % | 51.7 | % | ||||
Product design and development costs
|
28.8 | % | 5.5 | % | ||||
Sales and marketing, excluding human resource costs
|
17.6 | % | 24.4 | % | ||||
Professional fees for legal, accounting and consulting
|
6.1 | % | 4.2 | % | ||||
Non-cash costs
|
13.3 | % | 2.6 | % | ||||
Other operating expenses
|
6.7 | % | 11.6 | % |
(000s) | ||||
Increase in human resource costs, including commission, benefits and taxes
|
$ | 375 | ||
Increase in product design and development costs
|
1,239 | |||
Increase in sales and marketing, excluding human resource costs
|
548 | |||
Increase in non-cash costs
|
571 | |||
Increase in legal, accounting and consulting fees
|
213 | |||
Decrease in other operating expenses
|
(48 | ) | ||
$ | 2,898 |
Nine Months Ended
September 30,
|
||||||||||||
2012
|
2011
|
Change
|
||||||||||
(000s ) | ||||||||||||
Revenues, net
|
$ | 2,577 | $ | 1,534 | $ | 1,043 | ||||||
Cost of goods sold
|
1,015 | 684 | 331 | |||||||||
Operating expenses
|
12,315 | 4,117 | 8,198 | |||||||||
Operating loss
|
(10,753 | ) | (3,267 | ) | (7,486 | ) | ||||||
Loss on extinguishment of debt
|
(10,505 | ) | -0- | (10,505 | ) | |||||||
Beneficial conversion feature
|
(6,717 | ) | -0- | (6,717 | ) | |||||||
Other income (expense), net
|
(1,418 | ) | (61 | ) | (1,357 | ) | ||||||
Net loss
|
$ | (29,393 | ) | $ | (3,328 | ) | $ | (26,065 | ) |
Nine Months Ended
September 30,
|
||||||||
2012
|
2011
|
|||||||
Human resource costs, including commission, benefits and taxes
|
36.0 | % | 61.4 | % | ||||
Product design and development costs
|
20.9 | % | 6.2 | % | ||||
Sales and marketing, excluding human resource costs
|
19.2 | % | 16.9 | % | ||||
Professional fees for legal, accounting and consulting
|
8.8 | % | 3.4 | % | ||||
Non-cash costs
|
10.3 | % | 4.0 | % | ||||
Other operating expenses
|
4.8 | % | 8.1 | % |
(000s) | ||||
Increase in human resource costs, including commission, benefits and taxes
|
$ | 2,309 | ||
Increase in product design and development costs
|
2,323 | |||
Increase in sales and marketing, excluding human resource costs
|
1,659 | |||
Increase in non-cash costs
|
1,099 | |||
Increase in legal, accounting and consulting fees
|
669 | |||
Increase in other operating expenses
|
139 | |||
$ | 8,198 |
Exhibit
|
Date
|
Description
|
||
2.1
|
July 6, 2009
|
Agreement and Plan of Reorganization among Croff Enterprises, Inc., AMHN Acquisition Corp., America’s Minority Health Network, Inc., and the Major Shareholders.
(1)
|
||
2.2
|
June 11, 2010
|
Agreement and Plan of Reorganization (for the acquisition of Spectrum Health Network, Inc.)
(2)
|
||
2.3
|
October 25, 2007
|
Croff Enterprises, Inc. Plan of Corporate Division and Reorganization
(3)
|
||
2.4
|
July 18, 2011
|
Agreement and Plan of Merger by and among AMHN, Inc., VitaMedMD, LLC and VitaMed Acquisition, LLC
(9)
|
||
3.1
|
September 14, 2009
|
Articles of Amendment to Articles of Incorporation (to change name to AMHN, Inc.)
(4)
|
||
3.2
|
July 27, 2009
|
Certificate of Merger of AMHN Acquisition Corp. with and into America’s Minority Health Network, Inc.
(5)
|
||
3.3
|
December 7, 2007
|
Articles of Amendment of Croff Enterprises, Inc. (to increase authorized common shares from 20,000,000 to 50,000,000)
(3)
|
||
3.4
|
July 20, 2010
|
Articles of Conversion filed in the State of Nevada
(6)
|
||
3.5
|
July 20, 2010
|
Articles of Incorporation filed in the State of Nevada
(6)
|
||
3.6
|
August 3, 2010
|
Certificate of Amendment and Restatement to the Articles of Incorporation of AMHN, Inc. (to change name and increase authorized shares)
|
||
3.7
|
n/a
|
Bylaws for the State of Nevada
(7)
|
||
4.1
|
September 26, 2012
|
Securities Purchase Agreement, form of
(21)
|
||
10.1
|
November 9, 2010
|
Promissory Note to Philip M. Cohen for $210,000
(8)
|
||
10.2
|
April 18, 2011
|
Convertible Promissory Note to First Conquest Investment Group, L.L.C. for $105,000
(8)
|
||
10.3
|
April 18, 2011
|
Convertible Promissory Note to Energy Capital, LLC for $105,000
(8)
|
||
10.4
|
May 7, 2011
|
Sales Representation Agreement with Mann Equity, LLC
(8)
|
||
10.5
|
July 9, 2011
|
Lease Agreement
(10)
|
||
10.6
|
September 8, 2011
|
Stock Purchase Agreement between the Company and Pernix Therapeutics, LLC
(10)
|
||
10.7
|
September 8, 2011
|
Lock-Up Agreement between the Company and Pernix Therapeutics, LLC
(10)
|
||
10.8
|
n/a
|
Common Stock Purchase Warrant, form of
(10)
|
||
10.9
|
n/a
|
Non-Qualified Stock Option, form of
(10)
|
10.10
|
September 2011
|
Convertible Promissory Note, form of
(12)
|
||
10.11
|
September 20, 2011
|
Lang Financing Agreement
(15)
|
||
10.12
|
October 18, 2011
|
Debt Conversion Agreement with Energy Capital, LLC
(11)
|
||
10.13
|
October 18, 2011
|
Debt Conversion Agreement with First Conquest Investment Group, LLC
(11)
|
||
10.14
|
October 21, 2011
|
Consulting Agreement with Lang Naturals, Inc.
(11)
|
||
10.15
|
October 21, 2011
|
Warrant to Lang Naturals, Inc.
(11)
|
||
10.16
|
October 21, 2011
|
Lock-Up Agreement with Lang Naturals, Inc.
(11)
|
||
10.17
|
November 3, 2011
|
Software License Agreement with Pernix Therapeutics, LLC
(18)
|
||
10.18
|
November 18, 2011
|
Promissory Note, form of
(12)
|
||
10.19
|
February 24, 2012
|
Note Purchase Agreement between the Company and Johnson and Plato
(16)
|
||
10.21
|
February 24, 2012
|
Security Agreement between the Company and Johnson and Plato
(16)
|
||
10.22
|
February 24, 2012
|
Common Stock Purchase Warrant to Johnson and Plato, form of
(16)
|
||
10.23
|
February 29, 2012
|
Audit Committee Charter
(17)
|
||
10.24
|
February 29, 2102
|
Compensation Committee Charter
(17)
|
||
10.25
|
February 29, 2012
|
Corporate Governance Committee Charter
(17)
|
||
10.26
|
April 17, 2012
|
Master Services Agreement with Sancilio and Company, Inc.
(20)
|
||
10.27
|
May 17, 2012
|
Consulting Agreement with Sancilio and Company, Inc.
(20)
**
|
||
10.28
|
November 8, 2012
|
Executive Employment Agreement, form of*
|
||
14.00
|
n/a
|
Code of Business Conduct and Ethics, form of
(5)
|
||
14.01
|
n/a
|
Code of Business Ethics for Financial Executives, form of
(5)
|
||
14.02
|
n/a
|
Insider Trading Policy, form of
(5)
|
||
16.1
|
December 14, 2011
|
Letter to the SEC from Parks & Company, LLC
(13)
|
||
16.2
|
February 1, 2012
|
Letter addressed to the SEC from Parks & Company, LLC
(14)
|
||
21.00
|
March 27, 2012
|
Subsidiaries of the Registrant
(19)
|
||
101.INS
|
n/a
|
XBRL Instance Document*†
|
||
101.SCH
|
n/a
|
XBRL Taxonomy Extension Schema Document*†
|
||
101.CAL
|
n/a
|
XBRL Taxonomy Extension Calculation Linkbase Document*†
|
||
101.DEF
|
n/a
|
XBRL Taxonomy Extension Definition Linkbase Document*†
|
||
101.LAB
|
n/a
|
XBRL Taxonomy Extension Label Linkbase Document*†
|
||
101.PRE
|
n/a
|
XBRL Taxonomy Extension Presentation Linkbase Document*†
|
(1)
|
Filed as an exhibit to Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on July 10, 2009 and incorporated herein by reference.
|
(2)
|
Filed as an exhibit to Current Report on Form 8-K filed with the Commission on June 14, 2010 and incorporated herein by reference.
|
(3)
|
Filed as an exhibit to Form 10-K for the year ended December 31, 2007 filed with the Commission on May 8, 2008 and incorporated herein by reference.
|
(4)
|
Filed as an exhibit to Form 10-Q for quarter ending September 30, 2009 filed with the Commission on November 16, 2009 and incorporated herein by reference.
|
(5)
|
Filed as an exhibit to Form 10-K filed with the Commission on March 17, 2010 and incorporated herein by reference.
|
(6)
|
Filed as an exhibit to Form 10-Q for quarter ending June 30, 2010 filed with the Commission on August 3, 2010 and incorporated herein by reference.
|
(7)
|
Filed as an exhibit to Definitive 14C Information Statement filed with the Commission on June 29, 2010 and incorporated herein by reference.
|
(8)
|
Filed as an exhibit to Form 10-Q for quarter ending March 30, 2011 filed with the Commission on May 19, 2011 and incorporated herein by reference.
|
(9)
|
Filed as an exhibit to Form 8-K filed with the Commission on July 21, 2011 and incorporated herein by reference.
|
(10)
|
Filed as an exhibit to Form 8-K filed with the Commission on October 11, 2011 and incorporated herein by reference.
|
(11)
|
Filed as an exhibit to Form 8-K filed with the Commission on October 24, 2011 and incorporated herein by reference.
|
(12)
|
Filed as an exhibit to Form 8-K filed with the Commission on November 18, 2011 and incorporated herein by reference.
|
(13)
|
Filed as an exhibit to Form 8-K filed with the Commission on January 25, 2012 and incorporated herein by reference.
|
(14)
|
Filed as an exhibit to Form 8-K filed with the Commission on February 1, 2012 and incorporated herein by reference.
|
(15)
|
Filed as an exhibit to Form 8-K/A filed with the Commission on February 2, 2012 and incorporated herein by reference.
|
(16)
|
Filed as an exhibit to Form 8-K filed with the Commission on February 24, 2012 and incorporated herein by reference.
|
(17)
|
Filed as an exhibit to Form 8-K filed with the Commission on February 29, 2012 and incorporated herein by reference.
|
(18)
|
Filed as an exhibit to Form 10-Q for quarter ending September 30, 2011 filed with the Commission on November 7, 2011 and incorporated herein by reference.
|
(19)
|
Filed as an exhibit to Form 10-K for year ending December 31, 2011 filed with the Commission on March 27, 2012 and incorporated herein by reference.
|
(20)
|
Filed as an exhibit to Form 10-Q for quarter ending June 30, 2012 filed with the Commission on August 9, 2012 and incorporated herein by reference.
|
(21)
|
Filed as an exhibit to Form 8-K filed with the Commission on October 2, 2012 and incorporated herein by reference.
|
*
|
Filed herewith.
|
**
|
Certain information in this exhibit has been omitted and filed separately with the Commission. Confidential treatment was requested with respect to the omitted portions and was granted by the Commission on August 28, 2012.
|
†
|
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
TherapeuticsMD, Inc. | ||
By: | /s/ Robert G. Finizio | |
Robert Finizio
|
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Chief Executive Officer
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(Principal Executive Officer) | ||
By: |
/s/ Daniel A. Cartwright
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Daniel A. Cartwright
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Chief Financial Officer | ||
(Principal Financial and Accounting Officer) |
Executive:
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Name and Title | ||
Company:
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TherapeuticsMD, Inc.
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By: | |
Name and Title
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(1)
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I have reviewed this quarterly report on Form 10-Q of TherapeuticsMD, Inc.;
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(2)
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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(3)
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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(4)
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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(5)
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The registrant's other certifying officer(s) and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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November 13, 2012
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/s/ Robert G. Finizio
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Robert G. Finizio
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Chief Executive Officer
(Principal Executive Officer)
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(1)
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I have reviewed this quarterly report on Form 10-Q of TherapeuticsMD, Inc.;
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(2)
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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(3)
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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(4)
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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(5)
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The registrant's other certifying officer(s) and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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November 13, 2012
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/s/ Daniel A. Cartwright
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Daniel A. Cartwright
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Chief Financial Officer
(Principal Financial Officer)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
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/s/ Robert G. Finizio
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Robert G. Finizio
Chief Executive Officer
November 13, 2012
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
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/s/ Daniel A. Cartwright | |
Daniel A. Cartwright
Chief Financial Officer
November 13, 2012
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