TherapeuticsMD files late notice after printer error left out auditor report

The late notice

TherapeuticsMD, Inc. (Nasdaq: TXMD) filed a notice of late filing on Form 12b-25 on April 1, 2026, covering its annual report on Form 10-K for the year ended December 31, 2025. A Form 12b-25 tells the SEC that a periodic report cannot be filed on time without unreasonable effort or expense. It gives a short grace period, which for an annual report runs to the fifteenth calendar day after the due date.

The company says the 2025 Form 10-K was filed on March 30, 2026 without the report of its predecessor independent registered public accounting firm, Berkowitz Pollack Brant Advisors + CPAs, on the consolidated financial statements for 2024. The company calls the omission an inadvertent printer error. It says it then added that report, made other printer corrections, including updating hyperlinks, and submitted the corrected 10-K.

The notice is signed by Chief Executive Officer Marlan D. Walker, dated March 31, 2026, and Walker is also the contact for questions about it. The company checked the box saying it does not expect a significant change in results to show in the late report, and that it has filed all other periodic reports due in the past 12 months. It says it then submitted the 2025 Form 10-K with a filing date of April 1, 2026, within the grace period under Rule 12b-25.

The 2025 numbers

The company's XBRL financial data show a 2025 net loss of $569,000, compared with $2.2 million in 2024. Revenue for 2024 was $1.8 million. Year-end cash and cash equivalents were $7.5 million at December 31, 2025, against $5.1 million a year earlier.

The company describes itself as a pharmaceutical royalty company, which it became after licensing its main products to Mayne Pharma.

The royalty risk

The annual report says an adverse ruling in one generic challenge could trigger loss of exclusivity and reduce the royalty rate under the Mayne license earlier than expected. In June 2024, Mayne Pharma received a Paragraph IV certification notice letter regarding an application by Sun Pharma Inc. for a generic version of IMVEXXY. The letter alleges the IMVEXXY patents are invalid, unenforceable or will not be infringed. As of December 31, 2025, that litigation remained ongoing and had reached claim construction.

The company also says it cannot predict what additional applications Teva or other generic competitors might file. Approval of generic versions, it says, could significantly reduce royalty revenue. The annual report also refers to a BIJUVA Notice Letter, which it describes in more detail under the regulatory exclusivity section of Item 1, Business.

The company has one employee and uses a limited number of outside consultants to run its operations, any of whom may end their consultancy at any time. It has no key person insurance, and it says losing its consultants would hurt its ability to receive royalties.

Its hormone therapy products also depend on licensees abroad. The company has licensing and supply agreements with Knight and Theramex to commercialize IMVEXXY and BIJUVA outside the United States, and those licensees must win separate regulatory approvals. It says failure to obtain them would prevent marketing in those markets, and that pricing in some countries is set by governments.

What the notice says and does not say

The notice does not describe the company's cash needs for 2026 or any plan to raise money. It names Berkowitz Pollack Brant only as the predecessor firm for the 2024 statements and does not say whether the corrected filing changed any figure in the financial statements, although the company made other printer corrections as well.

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