aibioTherapeuticsMD holders approve raising authorized common stock to 640,000,000 shares
Tickers TXMD
TherapeuticsMD stockholders approved raising authorized common stock to 640,000,000 shares at the December 15, 2025 annual meeting. The company had 11,574,362 shares outstanding at the record date, and the increase drew 548,884 votes against.
Key facts
- Company
- TherapeuticsMD, Inc. (NASDAQ: TXMD)
- News type
- Listings
- Primary source
- TherapeuticsMD, Inc. 8-K (2025-12-16)
The vote
TherapeuticsMD, Inc. (Nasdaq: TXMD) is a Nevada corporation based in Boca Raton, Florida. Its stockholders approved an amendment to the Amended and Restated Articles of Incorporation that raises authorized common stock to 640,000,000 shares. The amendment drew 6,265,554 votes for, 548,884 against and 27,809 abstentions, with no broker non-votes. The company's 8-K gives no reason for the increase. The 8-K reports the final results for a meeting that the company's definitive proxy statement, filed November 3, 2025, had described.
At the October 20, 2025 record date, 11,574,362 shares were outstanding and entitled to vote. Holders of 6,842,247 shares were represented at the meeting, virtually or by proxy, which was enough for a quorum. The 8-K does not say how many shares the company plans to issue.
The board and the auditor
Four directors were elected: Tommy G. Thompson, Cooper C. Collins, Gail K. Naughton, Ph.D., and Justin Roberts. Thompson received 5,210,964 votes for and 41,488 withheld. Collins received 5,175,205 for and 77,247 withheld. Naughton received 5,223,784 for and 28,668 withheld. Roberts drew the most withheld votes, 113,470, with 5,138,982 for. Broker non-votes were 1,589,795 for each nominee.
Stockholders ratified Berkowitz Pollack Brant Advisors + CPAs, LLP as the independent auditor for the year ending December 31, 2025, with 6,768,667 votes for, 42,200 against and 31,380 abstentions.
Pay votes
In a non-binding advisory vote, stockholders approved the pay of the named executive officers for 2024, with 5,162,545 votes for, 81,614 against and 8,293 abstentions, and 1,589,795 broker non-votes. On how often to hold that vote, 5,184,870 votes favored every year, 30,885 favored every two years and 15,369 favored every three years, and 21,328 withheld or abstained. The board then decided to hold the advisory pay vote every year, until the next required frequency vote.
The business behind the vote
The 10-K for 2024 says TherapeuticsMD was once a women's healthcare company that commercialized products from pregnancy prevention through menopause. In December 2022 it changed its business to become a pharmaceutical royalty company, receiving royalties on products licensed to companies with commercial capabilities in their territories.
The change followed the Mayne Transaction, which closed on December 30, 2022. The company granted Mayne Pharma LLC an exclusive license to commercialize IMVEXXY, BIJUVA and its prescription prenatal vitamin products sold under the BocaGreenMD and vitaMedMD brands in the United States and its territories. It also assigned its exclusive license to commercialize ANNOVERA and sold certain other assets. The License Agreement, dated December 4, 2022, gives Mayne Pharma an exclusive, sublicensable, perpetual and irrevocable license to commercialize the licensed products in the United States and its territories. Under it, Mayne Pharma will pay the company one-time milestone payments.
The 8-K was signed by Chief Executive Officer Marlan Walker on December 16, 2025.
No stated reason
The 8-K does not give the authorized share count before the amendment or a reason for the increase, and it does not tie the higher ceiling to any financing, deal or equity plan. The 10-K describes a royalty business built on the Mayne license, which also covers manufacturing the licensed products outside the United States for commercialization in the United States. It says Mayne Pharma will pay the company one-time milestone payments.