M&A - Evofem Biosciences, Inc.

Form Type: 10-Q

Filing Date: 2025-05-15

Corporate Action: Merger

Type: Update

Accession Number: 000164117225010529

Filing Summary: Evofem Biosciences, Inc. filed this Quarterly Report on Form 10-Q for the period ending March 31, 2025, providing an overview of its financial condition and results of operations. The report highlights significant risks and uncertainties facing the company, including the execution of the Merger Agreement. The company has indicated its ongoing efforts to address substantial financial pressures, as evidenced by the notice of default received from Future Pak, LLC, and potential legal ramifications. The report discusses the state of operations, management discussions on financial performance, and the company's capacity to sustain profitability amidst these challenges. It further details the necessity of capital injections to support ongoing operations and outlines required approvals for certain corporate initiatives.

Form Type: 8-K

Filing Date: 2025-04-14

Corporate Action: Merger

Type: Update

Accession Number: 000164117225004599

Filing Summary: Evofem Biosciences, Inc. has entered into a securities purchase agreement with Aditxt, Inc. as part of a merger process. The agreement involves the issuance of senior subordinated convertible notes totaling $2,307,692. The initial closing date occurred on April 8, 2025, with the company issuing notes amounting to $1,153,846 and corresponding warrants for 74,925,075 shares of common stock. The agreement was finalized under a Fifth Amendment part of an Amended and Restated Merger Agreement, which includes a fifth parent investment of $1,500,000 by Aditxt before a specified deadline. This filing updates previous disclosures and notes that further investment and waiver on defaults related to the merger must be completed by April 16, 2025, or the merger agreement may be terminated. The terms specified for the notes and warrants include conversion limitations to ensure no party owns more than 9.99% of the total common stock. The valuation of warrants indicates a market price adjustment after certain periods. A change of control or failure to meet these obligations could lead to financial obligations for the company. This merger aligns with the company's ongoing financing strategy and restructures its outstanding debts.

Form Type: 10-K/A

Filing Date: 2025-03-28

Corporate Action: Merger

Type: Update

Accession Number: 000164117225001182

Filing Summary: Evofem Biosciences, Inc. has filed an amendment to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024. This amendment corrects the Auditor Consent that was mistakenly filed on March 24, 2025, as it contained incorrect audit opinion and fiscal year-end dates. The amendment includes updated certifications required under the Sarbanes-Oxley Act. There are no other changes made to the original filing. Additionally, the document provides detailed information about the number of shares outstanding, market value, and corporate structure. The aggregate market value of common stock held by non-affiliates was approximately $0.9 million as of June 30, 2024, with 113,356,354 shares of common stock outstanding as of March 27, 2025. Furthermore, it references several significant agreements impacting the company's operational and business strategies, particularly involving a merger agreement with Aditxt, Inc. which has seen multiple amendments leading up to the current filing.