UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 6, 2016

TherapeuticsMD, Inc.

(Exact Name of Registrant as Specified in its Charter)

6800 Broken Sound Parkway NW, Third Floor

Boca Raton, FL 33487

(Address of Principal Executive Office) (Zip Code)

Registrant’s telephone number, including area code: (561) 961-1900

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

On January 6, 2016, TherapeuticsMD, Inc., a Nevada corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman, Sachs & Co., and Cowen and Company, LLC, as the representatives of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten public offering of 15,151,515 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a public offering price of $8.25 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an aggregate of 2,272,727 additional shares of Common Stock, which option has been exercised in full. The net proceeds to the Company from the offering are expected to be approximately $134.9 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. The offering is expected to close on January 12, 2016.

The offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-207837) previously filed with the Securities and Exchange Commission (“Commission”), including the prospectus dated November 17, 2015, as supplemented by a preliminary prospectus supplement filed with the Commission on January 5, 2016 and a final prospectus supplement filed with the Commission on January 7, 2016.

The Underwriting Agreement contains representations, warranties and covenants of the Company that are customary for transactions of this type and customary conditions to closing. Additionally, the Company has agreed to provide the Underwriters with customary indemnification rights under the Underwriting Agreement. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Form 8-K and is incorporated herein by reference. A copy of the opinion of Greenberg Traurig, LLP regarding the validity of the shares of Common Stock issued in the offering is attached hereto as Exhibit 5.1.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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