Item 8.01 Other Events.
The Board of Directors of TherapeuticsMD, Inc. (the "Company") set Monday,
June 19, 2023 as the date for the combined 2022 and 2023 Annual Meeting of
Stockholders of the Company (the "Annual Meeting"). The Company will provide
additional details regarding the time and matters to be voted on at the Annual
Meeting in the proxy statement to be filed with the U.S. Securities and Exchange
Commission (the "SEC") prior to the Annual Meeting. Shareholders of record at
the close of business on the record date, April 20, 2023, are entitled to vote
at the Annual Meeting.
Due to the fact that the Company did not hold an annual meeting during 2022, in
accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), the deadline for the submission of proposals by
stockholders for inclusion in the Company's proxy materials relating to the
Annual Meeting will be the close of business on May 1, 2023. The Company has
determined May 1, 2023 to be a reasonable time before it begins to print and
send the proxy materials. Any Rule 14a-8 proposal received after this date will
be considered untimely.
In accordance with the Company's bylaws, as amended (the "Bylaws"), stockholders
who intend to nominate an individual for election as a director or submit a
proposal regarding any other matter of business at the Annual Meeting outside of
Rule 14a-8 under the Exchange Act must deliver written notice of any proposed
business or nomination to the Company's Secretary at its principal executive
office, no later than 5:00 p.m. Eastern Time on May 1, 2023. In addition to
satisfying the requirements under the Bylaws, to comply with the universal proxy
rules, stockholders who intend to solicit proxies in support of director
nominees other than the Company's nominees must provide notice that sets forth
the information required by Rule 14a-19 under the Exchange Act no later than
May 1, 2023.
Written notice for any such proposals, nominations or other business must be
received by the Company at its principal executive office (TherapeuticsMD, Inc.,
Attention: Secretary, 951 Yamato Road, Suite 220, Boca Raton, FL 33431) by the
applicable deadline and must comply with the procedures and requirements of
applicable SEC rules and the Company's Bylaws.
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