Evofem Biosciences Merger Vote Approaching

TL;DR

Evofem shareholders vote on Aditxt merger soon - looks like a YES.

AI Summary

Evofem Biosciences, Inc. is holding a special stockholder meeting to vote on its merger with Aditxt. The company anticipates approval of this merger, which is a key step in its strategic direction. The filing is a definitive proxy statement soliciting votes for the merger.

Why It Matters

This filing is crucial for shareholders as it details the upcoming vote on the merger between Evofem Biosciences and Aditxt, which will significantly alter the company's structure and future prospects.

Risk Assessment

Risk Level: medium — Merger approvals are subject to shareholder votes and regulatory conditions, introducing uncertainty.

Key Players & Entities

• Evofem Biosciences, Inc. (company) — Registrant and subject of the proxy statement
• Aditxt (company) — Company to be merged with Evofem Biosciences
• Neothetics, Inc. (company) — Former name of Evofem Biosciences

FAQ

Filing Documents

• formdefa14a.htm (DEFA14A) — 37KB
• formdefa14a_001.jpg (GRAPHIC) — 4KB
• 0001641172-25-026967.txt ( ) — 44KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Under Rule 14a-12 EVOFEM BIOSCIENCES, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee previously paid with preliminary materials. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. Evofem Anticipates Approval of Merger with Aditxt at Upcoming Stockholder Meeting — Special Meeting to be held on September 26, 2025 — SAN DIEGO, CA, September 9, 2025 — In an update to stockholders today, Evofem Biosciences, Inc. (“Evofem” or the “Company”) (OTCID: EVFM) anticipates the approval of the transactions (the “Merger”) contemplated by the Amended and Restated Merger Agreement dated as of July 12, 2024, as amended, (collectively, the “Merger Agreement”), with Aditxt, Inc. (Nasdaq: ADTX) and Adifem, Inc., a wholly-owned subsidiary of Aditxt, at the Company’s Special Meeting of Stockholders (the “Special Meeting”) to be held on September 26, 2025. CEO Saundra Pelletier noted, “We have support agreements in place with the holders of Series E-1 and G-1 sufficient to approve the Merger. In addition, we also have strong support from other key investors, giving us confidence that the Merger will be approved at our Special Meeting later this month.” The key proposal to be voted at the Special Meeting seeks stockholder approval of the Merger. If approved by at least a majority of the combined voting power of common stock, Series E-1 and G-1, and assuming all closing conditions are met, at close Adifem will merge with and into Evofem, with Evofem surviving as a wholly owned subsidiary of Aditxt, forming the core of a dedicated women’s health program within Aditxt’s social innovation platform accelerating promising health innovations. As set forth in the definitive proxy materials (the “Definitive Proxy”) filed with the U.S. Securities and Exchange Commission on September 8, 2025, in connection with the Special Meeting, there were 118,656,354 shares of Evofem’s common stock issued and outstanding as of August 26, 2025, which is the record date for the Special Meeting. The holders of Series E-1 and G-1 have 13.87% and 39.84%, respectively and in aggregate, of the Evofem combined voting power. Collectively, the voting power of these shares equates to 53.71% of combined voting power. No assurance can be provided that the holders of Series E-1 and G-1 will vote as agreed or that the conditions to closing will be performed or satisfied or that the transactions contemplated by the Merger Agreement will occur. “Evofem is committed to empowering women by delivering innovation in sexual and reproductive healthcare. We believe we will be better positioned to successfully execute this mission and accelerate our growth trajectory with access to potentially greater resources and opportunities as a subsidiary of Aditxt. We therefore ask our stockholders to vote “for” the Merger at the Special Meeting of Stockholders on September 26 th ,” added Ms. Pelletier. About Evofem Biosciences Evofem is commercializing innovative products to address unmet needs in women’s sexual and reproductive health. The Company generates revenue from the sale of two FDA-approved products. PHEXXI ® (lactic acid, citric acid, and potassium bitartrate), is the first and only hormone-free, on-demand prescription contraceptive vaginal gel. It comes in a box of 12 pre-filled applicators and is applied 0-60 minutes before each act of sex. Visit phexxi.com to learn more and for important safety information. SOLOSEC ® (secnidazole) 2g oral granules is an FDA-approved oral antibiotic for the treatment of two sexual health diseases: bacterial vaginosis (BV), a common vaginal infection, in females 12 years of age and older, and trichomoniasis, a common sexually transmitted infection (STI), in people 12 years of age and older. SOLOSEC provides a complete course of therapy in just one dose. Visit solosec.com to learn more and for important safety information. PHEXXI ® and SOLOSEC ® are registered trademarks of Evofem Biosciences, Inc. Evofem filed a Definitive Proxy on September 8, 2025, for the Special Meeting of Stockholders to be held on Friday, September 26, 2025, at which stockholders of record will be asked to consider and vote on a proposal to approve the trans

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View this DEFA14A filing on SEC EDGAR