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

CUSIP No. 88338N 10 7

Page 9 of 11 Pages

Item 4.

Purpose of Transaction.

See Item 3 above.

The Reporting Persons have no plans which relate to or would result in:

(a)       The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;

(b)       An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;

(c)       A sale or transfer of a material amount of assets of the issuer or of any of its subsidiaries;

(d)       Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e)       Any material change in the present capitalization or dividend policy of the issuer;

(f)       Any other material change in the issuer’s business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;

(g)       Changes in the issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;

(h)       Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)        A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j)       Any action similar to any of those enumerated above.

Item 5.

Interest in Securities of the Issuer.

(a)        The Reporting Persons own (i) 500,000 shares directly, (ii) 5,542,843 shares beneficially owned through Plato and Associates, LLC, (iii) 694,662 shares beneficially owned through Energy Capital, LLC, (iv) 1,120,000 shares beneficially owned through Jo Cee, LLC, and (v) 4,300,000 shares due to Plato and Associates, LLC upon the exercise of vested Warrants. The percentage of class for the Reporting Persons of 6.15% is based on shares which would be outstanding if all of the Reporting Persons’ shares under the vested Warrants were exercised. Mr. Smith exercises voting and dispositive power over all such shares.