| CUSIP No. 88338N 10 7 |
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Item 1. Security and Issuer
The class of equity securities to which this Schedule 13D relates is the common stock, $0.001 par value, of TherapeuticsMD, Inc., f/k/a AMHN, Inc., a Nevada corporation (“Company” or “Issuer”). The address of the principal executive office of the Company is 951 Broken Sound Parkway NW, Suite 320, Boca Raton, FL 33487.
Item 2. Identity and Background.
(a) Names: Robert G. Finizio (the “Reporting Person”).
(b) Residence or Business Address of Reporting Person:
951 Broken Sound Parkway NW, Suite 320, Boca Raton, FL 33487.
(c) Present principal occupation or employment of Reporting Person:
The Reporting Person serves as Chief Executive Officer of the Company.
(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding violation with respect to such laws.
(f) Citizenship: The Reporting Person is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
PF-Personal Funds
AF-Affiliate
Acquisition of Shares of the Issuer
Mr. Finizio owned units in VitaMedMD, LLC, a Delaware limited liability company (“VitaMed”). On October 4, 2011, VitaMed and its members closed an Agreement and Plan of Merger with the Company (“Merger Agreement”) pursuant to which the Company acquired 100% ownership of VitaMed in exchange for the issuance of an aggregate of 58,407,331 of its shares of Common Stock. Pursuant thereto, the Company will issue to Mr. Finizio a total of 22,161,586 shares of its Common Stock. The shares are covered by a Lock-Up Agreement as described below. (For further information, see the
Company’s Current Report on Form 8K filed with the Commission on October 12, 2011 and exhibits thereto which are incorporated herein by reference.)
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Acquisition of Derivative Securities of the Issuer
Non-Qualified Stock Option (“Option”)
On January 1, 2009, VitaMed issued Mr. Finizio an Option that was assumed and re-issued by the Company pursuant to the terms of the Merger Agreement and the Conversion Ratio determined therein. As a result, Mr. Finizio owns an Option for 1,472,910 underlying shares of the Company’s Common Stock at an exercise price of $0.101839 per share. The underlying shares of the ten-year Option vest at the rate of 40,914 shares per month from the original date of issuance. Currently, there are 1,391,082 underlying shares vested. The Option was issued in exchange for services rendered. The Option was issued pursuant to the Company’s
Long Term Incentive Compensation Plan. The Option and the underlying shares are covered by a Lock-Up Agreement as described below.
Lock-Up Agreement
As required by the terms of the Merger Agreement, Mr. Finizio entered into a Lock Up Agreement (“Agreement”) with the Company covering the shares of the Company’s Common Stock he acquired and due for issuance to him upon the exercise of the aforementioned Option. He agreed that from the date of the Agreement until eighteen (18) months thereafter (the “Lock-Up Period”), he would not make or cause any sale of the Company’s securities. After the completion of the Lock-Up Period, Mr. Finizio agreed not to sell or dispose of more than 2.5 percent (2.5%) of the aggregate Common Stock or shares reserved for issuance
for the Option per quarter over the following twelve (12) month period (the “Dribble Out Period”). Upon the completion of the Dribble Out Period, the Agreement shall terminate.
Item 4. Purpose of Transaction.
See Item 3 above.
The Reporting Person has no plans which relate to or would result in:
(a) the acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;
(b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or of any of its subsidiaries;
(d) Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of the issuer;
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(f) Any other material change in the issuer’s business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;
(g) Changes in the issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Finizio owns 22,161,586 shares directly and owns an Option for the purchase of an additional 1,472,910 shares of the Company’s Common Stock, bringing his direct ownership to an aggregate of 23,634,496 shares. The percentage of class for Mr. Finizio is 37.71% and is based on 62,677,676 shares which would be outstanding if the abovementioned Option was exercised.
(b) Mr. Finizio has sole power to vote or direct the vote and the power to dispose or to direct the disposition of the 23,634,496 shares of the Company’s Common Stock owned directly or to be acquired directly by him through the exercise of his Option. (See Rows 7-10 of page 2 herein.)
(c) Please see Item 3 above for the description of the transaction relative to the shares and derivative securities acquired by the Reporting Person.
(d) The Reporting Person knows of no other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares or derivative securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of Issuer
Except for as outlined herein, the Reporting Person has no contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
| CUSIP No. 88338N 10 7 |
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Item 7. Material to be Filed as Exhibits.
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Exhibit
No.
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Date of Document
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Description of Document
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10.0
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07/18/11
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Agreement and Plan of Merger by and among AMHN, Inc., VitaMedMD, LLC and VitaMed Acquisition, LLC(1)
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10.1
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n/a
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Long Term Incentive Compensation Plan(2)
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10.2
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n/a
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Lock-Up Agreement, form of(3)
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10.3
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n/a
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Non-Qualified Stock Option, form of(3)
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(1)
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Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Commission on July 21, 2011, which report and exhibits are incorporated herein by reference.
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(2)
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Filed as an exhibit to the Company’s Definitive Information Statement Schedule 14C filed with the Commission on September 12, 2011, which report and exhibits are incorporated herein by reference.
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(3)
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Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Commission on October 11, 2011, which report and exhibits are incorporated herein by reference.
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(Signature page follows)
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: October 11, 2011 |
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By: |
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Robert G. Finizio |