Evofem Biosciences Enters Material Definitive Agreement

TL;DR

EVFM signed a big deal, details to come.

AI Summary

Evofem Biosciences, Inc. announced on November 19, 2024, that it entered into a Material Definitive Agreement. The company, formerly known as Neothetics, Inc., is incorporated in Delaware and headquartered in San Diego, California.

Why It Matters

This filing indicates a significant new agreement for Evofem Biosciences, which could impact its future operations and financial standing.

Risk Assessment

Risk Level: medium — Entering a material definitive agreement is a significant event that could carry substantial implications, both positive and negative, for the company.

Key Players & Entities

• Evofem Biosciences, Inc. (company) — Registrant
• Neothetics, Inc. (company) — Former company name
• November 19, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• San Diego, California (location) — Principal executive offices location

FAQ

Key Financial Figures

• $0.0001 — ch registered Common stock, par value $0.0001 per share EVFM OTCQB Indicate by

Filing Documents

• form8-k.htm (8-K) — 49KB
• ex2-1.htm (EX-2.1) — 19KB
• 0001493152-24-047613.txt ( ) — 245KB
• evfm-20241119.xsd (EX-101.SCH) — 3KB
• evfm-20241119_lab.xml (EX-101.LAB) — 33KB
• evfm-20241119_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 4KB

01 of this Current

Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the Fourth Amendment and does not purport to be a complete description of the Fourth Amendment. Such description is qualified in its entirety by reference to the full text of the form of Fourth Amendment, which is attached as Exhibit 2.1, to this Current Report on Form 8-K. Important Information About the Merger and Where to Find It In connection with the proposed Merger, the Company intends to file a proxy statement. The preliminary and definitive proxy statements and other relevant documents will be sent or given to the stockholders of the Company as of the record date established for voting on the proposed Merger and will contain important information about the proposed Merger and related matters. Before making any voting decision, investors and security holders of the Company are urged to read, when available, the preliminary proxy statement and any amendments thereto and, once available, the definitive proxy statement in connection with the Company's solicitation of proxies for the meeting of stockholders to be held to approve, among other things, the proposed Merger because these documents will contain important information about the Company, Aditxt and the proposed Merger. The definitive proxy statement will be made available to the Company's stockholders as of a record date to be established for voting on the proposed Merger. Aditxt stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC's website at www.sec.gov. Participants in the Solicitation The Company and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company's stockholders in connection with the proposed Merger. The Company's stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and executive off

Forward-looking statements

Forward-looking statements speak only as of the date they are made. Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based. No Offer or Solicitation This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Merger. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of any 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 such other jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1 Fourth Amendment to the Amended and Restated Agreement and Plan of Merger, by and among the Company, Aditxt, Inc. and Adifem, Inc., dated November 19, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EVOFEM BIOSCIENCES, INC. Dated: November 25, 2024 By: /s/ Saundra Pelletier Saundra Pelletier Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR