13D Filing: Smith Robert J and TherapeuticsMD Inc. (NYSEMKT:TXMD)

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CUSIP No. 88338N 10 7 Page 10 of 11 Pages

(b)      Mr. Smith has sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the 12,157,505 shares of the Company’s Common Stock owned directly or indirectly, or to be acquired indirectly by him through the exercise of vested Warrants. (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 Persons.

(d)      The Reporting Persons know 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 Persons have 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.

Item 7.

Material to be Filed as Exhibits.

Exhibit No. Date of Document Description of Document
10.0 06/19/12 Note Purchase Agreement(1)
10.1 06/19/12 Security Agreement(1)
10.2 06/19/12 Secured Promissory Note, form of(1)
10.3 06/19/12 Common Stock Purchase Warrant, form of(1)
10.4 09/26/12 Securities Purchase Agreement(2)
1.05 01/31/13 Revolving Line Note(3)

____________________

(1) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Commission on June 21, 2012, which report and exhibits are incorporated herein by reference.

(2) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Commission on October 2, 2012, which report and exhibit are incorporated herein by reference.

(3) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Commission on February 4, 2013.

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