Item 2.01 Completion of Acquisition or Disposal of Assets.
On April 14, 2022, TherapeuticsMD, Inc.a Nevada corporation (the “Company”), has completed the sale of all of the issued and outstanding share capital (the “Transfer”) of vitaCare Prescription Services, Inc.a Florida corporation and formerly a wholly owned subsidiary of the Company (“vitaCare”), GoodRx, Inc. (“GoodRx”), a Delaware corporation and wholly-owned subsidiary of GoodRx Holdings, Inc., pursuant to this Share Purchase Agreement, dated March 6, 2022, by and between the Company and GoodRx (the “Purchase Agreement”). In consideration for the Sale, GoodRx paid the Company approximately $150 million in cash, subject to adjustments provided for in the purchase agreement and customary withholdings. In addition, the purchase agreement provides that the company may receive up to an additional amount $7 million in return for a price supplement, subject to the financial performance of vitaCare until 2023, in accordance with the terms thereof.
The foregoing description of the assignment is not complete and is qualified in its entirety by the full text of the purchase agreement, which was filed as Exhibit 2.1 to the company’s current report on Form 8-K filed with of
Security and Exchange Commission on March 10, 2022 (the “Previous Report”) and is incorporated herein by reference.
Item 2.04 Triggering events that accelerate or increase a direct cash flow
Obligation or an obligation under an off-balance sheet arrangement.
As described in the previous report, which is incorporated into this Section 2.04 by reference, the Company has entered into Amendment No. 9 (the “Amendment”) to this Financing Agreement, dated April 24, 2019, with Sixth Street Specialty Lending, Inc., as administrative agent, the various lenders party therein from time to time (the “Lenders”), and certain of the Company’s affiliates party therein from time to time as guarantors (the “Funding Agreement”). Under the Amendment, the Company has agreed to pay to the Lenders, as early repayment of the borrowings under the Financing Agreement, the first $120 million the net proceeds from the sale and any net proceeds from the sale in excess of $135 millionand as part of the closing of the Sale, the Company prepaid $120 million loans under the financing agreement April 14, 2022 (the “Prepayment”).
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, which was filed as Exhibit 10.1 to the previous Report and is incorporated herein by reference.
Item 9.01 Financial statements and supporting documents.
(b) Pro forma financial information.
The unaudited pro forma condensed consolidated financial information of the Company taking into account the disposal and the prepayment is filed as Schedule 99.1 hereto and incorporated herein by reference.
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