Business Context and Reporting Period
This Form 8-K is filed by TherapeuticsMD, Inc. (formerly AMHN, Inc.) with a report date of December 14, 2011, and a signature date of January 25, 2012. The filing addresses a regulatory requirement from the SEC regarding the termination of an accounting firm, Parks & Company, LLC ("Parks"). The Company completed a merger with VitaMedMD, LLC ("VitaMed") on October 4, 2011, acquiring it as a wholly-owned subsidiary.
Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The document is strictly a current report regarding a change in certifying accountant.
Material Changes
The filing reports a procedural change involving the Company's certifying accountant, though the Company disputes the nature of the change:
- Accountant Termination: Parks & Company, LLC filed a termination letter with the SEC on or about December 14, 2011.
- Company Position: TherapeuticsMD asserts that Parks never served as the independent registered public accountant for the Company, but only for VitaMed prior to the merger. The Company informed Parks that the letter should not be filed.
- SEC Determination: The SEC determined that a Form 8-K was necessary to report the termination, despite the Company's objection that no relationship existed between Parks and the parent Company.
- Current Auditor: Rosenberg Rich Baker Berman & Company ("RRBB") continues to serve as the independent registered public accountant for the Company, having been appointed on December 17, 2010.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding business operations. The primary risk disclosed is the administrative discrepancy regarding the auditor relationship, which the Company states was erroneously reported by Parks. The Company notes that the filing is being made solely to comply with SEC directions.
Key Facts for Investor Verification
- Verify that Rosenberg Rich Baker Berman & Company (RRBB) remains the active independent registered public accountant for TherapeuticsMD, Inc.
- Confirm that Parks & Company, LLC served only as the auditor for the acquired subsidiary (VitaMed) and not the parent Company.
- Note that the filing was mandated by the SEC despite the Company's assertion that no actual change in the Company's certifying accountant occurred.
- Review the attached Exhibit 16.1 (Letter to the SEC from Parks & Company, LLC) for the specific language used in the termination notice.