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

CUSIP No. 88338N 10 7

Page 8 of 11 Pages

Current Ownership of Shares

Subsequent to the acquisition of shares outlined above, the Reporting Persons purchased, sold, and/or transferred shares in public and private transactions, resulting in a current aggregate ownership of 7,857,505 shares.

Acquisition of Derivative Securities of the Issuer

Common Stock Purchase Warrant (“Warrant”)

On June 19, 2012, the Company sold and issued a Secured Promissory Note (the “June 2012 Note”) to Plato in the principal base amount of $2,344,719 (the “Principal Base Amount”) pursuant to the terms of that certain Note Purchase Agreement of even date therewith. As consideration for the June 2012 Note, Plato surrendered the Remaining Debt as described above in the amount of $1,344,719 and loaned the Company an additional $1,000,000. The Principal Base Amount of the Note, plus any and all additional advances made to the Company thereafter (the “Aggregated Principal Amount”), together with accrued interest at the annual rate of six percent (6%), is due in one lump sum payment on February 24, 2014. The Company entered into a Security Agreement of even date therewith and pledged all of its assets, tangible and intangible, as further described therein.

As an inducement for Plato to lend the $1,000,000 in additional funds to the Company, Plato receive five-year Common Stock Purchase Warrants (“Warrants”) to purchase an aggregate of 3,500,000 Shares, which Warrants contain a cashless exercise provision. Plato received one Warrant for the purchase of 3,000,000 shares of the Company’s Common Stock at an exercise price of $2.00 per share (the “First Warrant”) and one Warrant for the purchase of 500,000 shares at an exercise price of $3.00 per share (the “Second Warrant”).

Warrants Received for Issuance of Credit Line

On January 31, 2013, the Company requested and Plato agreed to the issuance of a $10 million revolving line of credit (“Revolving Credit Note”). Multiple payments may be requested by the Company and the maturity date of the Revolving Credit Note is February 24, 2014. As an inducement to Plato, the Company issued a six-year Warrant for the purchase of 1,250,000 shares of the Company’s Common Stock at a exercise price of $3.20 with a cashless exercise provision. The shares underlying the Warrant vested on October 31, 2013.

Current Ownership of Derivative Securities

Subsequent to the acquisition of derivative securities outlined above, the Reporting Persons transferred derivative securities resulting in current ownership of derivative securities for the purchase of 4,300,000 shares.