THE COMPANY

12 Months Ended

Dec. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

THE COMPANY

NOTE 1 – THE COMPANY

TherapeuticsMD, Inc., a Nevada corporation, or TherapeuticsMD or the Company, has two wholly owned subsidiaries, vitaMedMD, LLC, a Delaware limited liability company organized on May 13, 2008, or VitaMed, and BocaGreenMD, Inc., a Nevada corporation incorporated on January 10, 2012, or BocaGreen. Unless the context otherwise requires, TherapeuticsMD, VitaMed, and BocaGreen collectively are sometimes referred to as “our company,” “we,” “our,” or “us.”

Nature of Business

We are a women’s healthcare product company focused on creating and commercializing products targeted exclusively for women. Currently, we are focused on conducting the clinical trials necessary for regulatory approval and commercialization of advanced hormone therapy pharmaceutical products. The current drug candidates used in our clinical trials are designed to alleviate the symptoms of and reduce the health risks resulting from menopause-related hormone deficiencies, including hot flashes, osteoporosis, and vaginal dryness. We are developing these hormone therapy drug candidates, which contain estradiol and progesterone alone or in combination, with the aim of providing equivalent efficacy at lower doses, thereby enabling an enhanced side effect profile compared with competing products. Our drug candidates are created from a platform of hormone technology that enables the administration of hormones with high bioavailability alone or in combination. In addition, we manufacture (through third parties) and distribute branded and generic prescription prenatal vitamins as well as over-the-counter, or OTC, vitamins and cosmetics.

Agreement and Plan of Merger with VitaMed

On July 18, 2011, we entered into an Agreement and Plan of Merger with VitaMed and our newly formed wholly owned subsidiary. In connection with the acquisition, our subsidiary merged with and into VitaMed with VitaMed surviving the merger. The merger became effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware on October 4, 2011. In preparation for and prior to the closing of the Merger, we completed the following required corporate actions:

· a reverse split of our 16,575,209 issued and outstanding shares of our common stock, par value $0.001 per share, or the Common Stock, on a ratio of 1-for-100. As a result of the reverse split, each share of Common Stock outstanding on the July 28, 2011 record date, without any action on the part of the holder thereof, became one one-hundredth of a share of Common Stock. The reverse split decreased the number of outstanding shares of our Common Stock by approximately 99%, resulting in 165,856 shares outstanding after the reverse split. The effectuation of the reverse split did not result in a change in the relative equity position or voting power of our shareholders;

· an increase in the number of shares of our Common Stock authorized for issuance to 250,000,000;

· a change in the name of our company to TherapeuticsMD, Inc.; and

· an amendment to our 2009 Long Term Incentive Compensation Plan to increase the number of shares of our Common Stock reserved for issuance thereunder to 25,000,000.

On the effective date of the merger, we acquired 100% of VitaMed in exchange for shares of our Common Stock.

Exchange of Securities

On the effective date of the merger, all outstanding membership units of VitaMed were exchanged for shares of our Common Stock. In addition, all outstanding options and warrants to purchase VitaMed membership units were exchanged for and converted into options and warrants to purchase shares of our Common Stock. Pursuant to the conversion ratio in the merger, we issued 58,407,331 shares of our Common Stock in exchange for the outstanding VitaMed membership units, reserved an aggregate of 10,119,796 shares of our Common Stock for issuance upon the exercise of the VitaMed options, and reserved an aggregate of 1,472,916 shares of our Common Stock for issuance upon the exercise of the warrants. After giving effect to the reverse split, and taking into consideration the 58,407,331 shares issued in exchange for the membership units, the number of shares of our Common Stock issued and outstanding as of the effective date of the merger was 58,573,187, of which the former members of VitaMed owned approximately 99%. All shares of our Common Stock issued in exchange for the VitaMed membership units and issuable upon exercise of the options and warrants were subject to a lock-up agreement for a period of 18 months from the effective date of the merger, and on a limited basis for 12 months thereafter.