Investor FAQs

What is the status of the planned merger with Aditxt?

On December 11, 2023, Aditxt, Inc. (Nasdaq: ADTX) and Evofem entered into the Agreement and Plan of Merger by and between the Company and Aditxt (the “Merger Agreement”). Under this agreement, Aditxt intends to acquire Evofem in consideration of the issuance of a combination of common stock and preferred stock, and the assumption of certain senior indebtedness.

 

The Merger Agreement was subsequently amended by Aditxt and Evofem as follows:  

  1. First amendment to the Merger Agreement (January 10, 2024)
    • Changed the filing date for the Joint Proxy Statement (as defined in the Merger Agreement) to February 14, 2024.
  2. Second amendment to the Merger Agreement (January 30, 2024)
    • Changed the date of the Parent Loan (as defined in the Merger Agreement) to Evofem to February 29, 2024
    • Changed the date by which Evofem may terminate the Merger Agreement for failure to receive the Loan from Parent to February 29, 2024.
    • Changed the filing date for the Joint Proxy Statement (as defined in the Merger Agreement) to April 1, 2024.
  3. Third amendment to the Merger Agreement (February 29, 2024)
    • Made certain conforming changes to the Merger Agreement regarding Evofem’s senior secured debt (the “Notes”).
    • Extended the filing date of the joint proxy statement to April 30, 2024.
    • Removed the requirement that Aditxt make the Parent Loan (as defined in the Merger Agreement) by February 29, 2024, and replaced it with the requirement that Aditxt will make an equity investment into Evofem consisting of:
      • The purchase of 2,000 shares of Evofem Series F-1 Preferred Stock for $2.0 million, in aggregate, on or prior to April 1, 2024, and,
      • The purchase of 1,500 shares of Evofem Series F-1 Preferred Stock for $1.5 million, in aggregate, on or prior to April 30, 2024.

Because the required and agreed $2.0 million investment was not made on or prior to April 1, 2024, Evofem delivered a termination letter to Aditxt on April 26, 2024 and the Merger Agreement was immediately terminated upon its delivery.

 

On May 2, 2024, the companies reinstated the Merger Agreement, as amended, and entered into the Fourth Amendment to the Agreement and Plan of Merger.

 

Key adjustments under the Fourth Amendment include:

  • Aditxt paid $1.0 million of non-dilutive capital to Evofem in May 2024 in conjunction with the reinstatement and Fourth Amendment.
  • Aditxt will invest an additional $2.5 million in Evofem through the purchase of Series F-1 Convertible Preferred Stock prior to July 1, 2024. To fund these mandated investments, Aditxt will allocate to Evofem, from any capital raise, 40% of the gross proceeds up to:
    • $1.5 million prior to June 17, 2024, and
    • $1 million prior to July 1, 2024.
  • Aditxt consented to allow Evofem to pursue potential investments in the Company.
  • If Evofem receives a superior proposal to the Merger Agreement, the Company will notify and allow Aditxt ten days to negotiate a competing offer.  
  • The $4 million termination fee has been deleted from the Merger Agreement in its entirety, enabling Evofem to accept and consummate a superior proposal with no penalty.

The companies are working toward closing in the second half of 2024.

Requirements for closing of the proposed Transaction include:

  • Timely investment by Aditxt of $2.5 million in Evofem as stipulated by the Fourth Amendment.
  • The purchase by Aditxt of Evofem’s senior secured debt from the debtholders on or before July 15, 2024, as stipulated by the Third Amendment.
  • Affirmative vote of Evofem’s stockholders on the proposal seeking approval of the proposed Transaction at the Company’s forthcoming Stockholder Meeting.

Upon closing of the proposed Transaction:

  • Common stockholders. Evofem common stock (EVFM) will be cancelled, and holders of Evofem’s common stock will receive, ratably, an aggregate of 610,000 shares of Aditxt common stock (ADTX).
  • Other stakeholders. Aditxt will issue up to an aggregate of 89,126 shares of preferred stock to the holders of Evofem’s outstanding unsecured notes, purchase rights, certain warrants, and preferred stock.
  • Aditxt subsidiary Adifem, Inc. (f/k/a Adicure, Inc.) will merge with and into Evofem.  Evofem will be the surviving company and a wholly-owned subsidiary of Aditxt.
  • After closing, the Evofem management team will receive equity grants in the subsidiary of up to ten percent on a fully diluted basis.
  • Evofem will continue to be led by its current management team, focused on women’s sexual and reproductive health.

Non-Solicitation

This FAQ response is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

When is the Aditxt merger expected to close?

Evofem and Aditxt are working toward closing the proposed Transaction in the second half of 2024.

What is the record date for the Stockholder Meeting to vote on the Aditxt merger?

A record date has not yet been announced for the Stockholder Meetings to be held by Evofem and Aditxt on this proposed Transaction. They will be included in the forthcoming joint proxy which will be mailed to stockholders of both companies.

What does Evofem do?

Evofem Biosciences commercializes innovative products to address unmet needs in women's sexual and reproductive health. We generate revenues through the sale of our FDA-approved product, Phexxi® (lactic acid, citric acid, and potassium bitartrate). This hormone-free, on-demand prescription contraceptive vaginal gel comes in a box of 12 pre-filled applicators and is applied 0-60 minutes before each act of sex. Learn more at phexxi.com.

What is Evofem’s ticker symbol?

EVFM.

Where does Evofem's common stock trade?

Evofem's common stock has traded on the OTCQB Venture Market since October 3, 2022. Quotes and related Company information are available at www.otcmarkets.com.

 

How can I invest in Evofem?

You must contact a registered broker to invest in Evofem (OTCQB: EVFM) common stock.

What is the CUSIP number for Evofem?

Effective May 18, 2023, Evofem's CUSIP is 30048L302.

What year was Evofem incorporated?

Evofem, Inc. was incorporated in 2009. However, Evofem, Inc.'s ultimate parent company Evofem Biosciences, Inc. was incorporated in 2015

How did Evofem become a public company?

Evofem became a public company through a reverse merger with Neothetics, Inc., which closed January 17, 2018.

How many shares of Evofem are outstanding?

As of March 21, 2024, there were approximately 45,939,509 shares of Evofem common stock, 1,913 shares of Series E-1 Convertible Preferred stock, and 22,280 shares of Series F-1 Preferred stock issued and outstanding. Please refer to the SEC filings webpage of the Investor section of our website for subsequent updates.

 

 

Who is Evofem’s transfer agent for ordinary shares?

Pacific Stock Transfer
6725 Via Austi Pkwy Suite 300
Las Vegas, NV 89119

Pacific Stock Transfer’s business hours are 8:00 a.m. to 4:30 p.m. PST, Monday through Friday. Connect with them:

I hold Evofem Biosciences common warrants. How do I exercise these warrants?

Please contact ir@evofem.com for instructions on how to exercise warrants before wiring funds to the Company.

May 2018 warrants (only) may be exercised directly through Philadelphia Stock Transfer by submitting a Deposit/Withdrawal by Custodian (DWAC) withdrawal on the warrants and a DWAC deposit on the common once exercise funds were confirmed and received. For more information, please contact Bob Winterle at Philadelphia Stock Transfer: bwinterle@philadelphiastocktransfer.com / 484.416.3124.

Who is Evofem’s independent public accounting firm?

BPM LLP 

Who is Evofem’s corporate counsel?

Procopio, Cory, Hargreaves & Savitch LLP

When is the stockholder meeting held?

The dates for stockholder meetings are determined by the Board of Directors and will be disclosed in our proxy filings with the SEC, which are available through the SEC Filings tab of the Investors section of our website (click here).

Our most recent Annual Meeting of Stockholders was held on September 14, 2023.

Are you on a calendar or fiscal year?

Evofem is on a calendar year that ends December 31.

How can I get Evofem’s financial documents?

Please refer to the SEC filings webpage of the Investor section of our website. 

How can I contact Evofem’s investor relations department?

Please contact Amy Raskopf, Senior Vice President of Investor Relations, at araskopf@evofem.com or by phone at 917.673.5775.

How can I get added to Evofem’s mailing list?

You can sign up for e-mail alerts notifying you of new press releases, SEC filings or corporate actions and events on the “Investor Contacts and Alerts” page of the Investor section of our website.