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TherapeuticsMD (NASDAQ: TXMD) files 2025 Form 10-K after printer error

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
NT 10-K

Rhea-AI Filing Summary

TherapeuticsMD, Inc. notified the SEC that it could not timely file its Form 10-K for the year ended December 31, 2025 due to an inadvertent printer error that omitted the predecessor auditor's report. The Company corrected the printing, filed a version on March 30, 2026 that lacked the auditor report, and subsequently submitted the 2025 Form 10-K on April 1, 2026 within the relief period provided by Rule 12b-25.

Positive

  • None.

Negative

  • None.
Period Ended December 31, 2025 Report period for the delayed Form 10-K
Initial corrected filing date March 30, 2026 Version filed without predecessor auditor report
Resubmission date April 1, 2026 2025 Form 10-K submitted within Rule 12b-25 relief period
Predecessor auditor Berkowitz Pollack Brant, Advisors + CPAs Report initially omitted from consolidated financial statements
Rule 12b-25 regulatory
"filed on April 1, 2026 within the deadline provided by Rule 12b-25"
Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.
predecessor independent registered public accounting firm regulatory
"report of the Company’s predecessor independent registered public accounting firm"
Form 10-K financial
"unable to file its Form 10-K for the year ended December 31, 2025"
A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 12b-25

 

 

 

NOTIFICATION OF LATE FILING

  

(Check one):   

☒ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☐ Form 10-Q

☐ Form 10-D  ☐ Form N-CEN  ☐ Form N-CSR

   
    For Period Ended: December 31, 2025
   
    ☐ Transition Report on Form 10-K
   
    ☐ Transition Report on Form 20-F
   
    ☐ Transition Report on Form 11-K
   
    ☐ Transition Report on Form 10-Q
   
    For the Transition Period Ended:  

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not Applicable 

 

 

 

PART I — REGISTRANT INFORMATION

 

THERAPEUTICSMD, INC.

Full Name of Registrant

 

Not Applicable

Former Name if Applicable

 

951 Yamato Road, Suite 220

Address of Principal Executive Office (Street and Number)

 

Boca Raton, Florida 33431

City, State and Zip Code

 

 

 

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

☒     (a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
  (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
  (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III — NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

(Attach extra Sheets if Needed)

 

TherapeuticsMD, Inc. (the “Company”) is unable to file its Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”) without unreasonable effort or expense within the time period prescribed. Due to an inadvertent printer error, the 2025 Form 10-K was filed on March 30, 2026 without the report of the Company’s predecessor independent registered public accounting firm, Berkowitz Pollack Brant, Advisors + CPAs, on the consolidated financial statements as of and for the year ended December 31, 2024. The Company added the report of Berkowitz Pollack Brant, Advisors + CPAs and made certain other printer corrections, including to update hyperlinks. The Company subsequently submitted its 2025 Form 10-K with a filing date of April 1, 2026 within the deadline provided by Rule 12b-25 under the Securities Exchange Act of 1934, as amended.

 

PART IV — OTHER INFORMATION

 

(1)Name and telephone number of person to contact in regard to this notification

 

  Marlan D. Walker   561   961-1900
  (Name)   (Area Code)   (Telephone Number)

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒ No ☐
   
   
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☐ No ☒
   
  If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

2

 

 

TherapeuticsMD, Inc.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: March 31, 2026 By: /s/ Marlan D. Walker
    Marlan D. Walker
    Chief Executive Officer

 

3

 

FAQ

Why did TherapeuticsMD (TXMD) file an NT 10-K for its 2025 Form 10-K?

Because a printer error omitted the predecessor auditor's report. The filing omitted Berkowitz Pollack Brant’s audit report from the consolidated financial statements for year ended December 31, 2024, prompting the late-file notice and corrected submission.

When did TXMD ultimately submit its corrected 2025 Form 10-K?

The company submitted a corrected Form 10-K on April 1, 2026. An earlier March 30, 2026 filing lacked the predecessor auditor report; the April 1 filing added that report and printer corrections under Rule 12b-25 relief.

Does the NT 10-K indicate any anticipated change in TXMD’s operating results?

No anticipated change in results was reported. The notice answers the question about significant changes in operations with a checkbox; the filing does not identify any expected material difference in operating results for the period referenced.

What caused the delay in TXMD’s Form 10-K filing under Rule 12b-25?

An inadvertent printer error caused the delay. The error omitted the predecessor independent registered public accounting firm’s report; the company corrected printing errors and updated hyperlinks before refiling within the Rule 12b-25 deadline.