Evofem Biosciences, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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EVOFEM BIOSCIENCES, INC.

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2025

Notice of Annual Meeting of Stockholders and Proxy Statement

November 26, 2025,** 9:00 a.m. Pacific Daylight Time**

Science with a Soul®

Evofem Biosciences is committed to

commercializing innovative products that

address unmet needs in women’s sexual and reproductive health.

____________________

Our Mission

To improve the quality of lives of women worldwide by delivering

innovative solutions that provide them with

more control over their sexual and reproductive health.

We are shattering the hormone glass ceiling with

PHEXX® (lactic acid, citric acid, and potassium bitartrate),

the first and only FDA-approved, hormone-free contraceptive vaginal gel.

In the U.S. alone, 23 million women of reproductive age will not use hormones.

We are empowering women with bacterial vaginosis (BV) and people with trichomoniasis with our “one and done” single-dose oral treatment

SOLOSEC® (secnidazole) 2g oral granules,

FDA-approved to treat both of these common sexual health conditions.

An estimated 29% of women in the U.S. have BV;

global prevalence among women of reproductive age ranges from 23 to 29%.

Trichomoniasis affects 8.7% of the U.S. population, infecting roughly 2.1 million women and 3.3 million men annually. It is the most common non-viral STI in the world; the WHO estimates there are 156.3 million new cases worldwide each year.

Letter to Our Stockholders

To My Fellow Stockholders:

Evofem continues to execute our strategy to increase net product sales year over year. We are driving growth both organically – meaning by growing net sales of PHEXX® (lactic acid, citric acid, and potassium bitartrate), our hormone-free Rx contraceptive vaginal gel, in the U.S. – and through strategic acquisitions and alliances that diversify and expand our revenue stream with new products and from new markets around the world.

Organic Growth of PHEXX®

2024 was our fourth consecutive year of increased net product sales, and we expect this trend to continue in 2025. For the past two years, this growth has been modest due to ongoing fiscal austerity measures, which have limited our ability to invest in PHEXX®. Without appropriate investment in sales and marketing, any brand is at risk for market share erosion. This is especially true in promotionally sensitive categories like contraception. It is a testament to the creativity and tenacity of our commercial team that PHEXX® has held its market share and net sales have increased each and every year since launch.

There is significant upside opportunity for PHEXX® in the U.S. We are focused in 2025 on driving PHEXX® growth through social media campaigns, participation in strategic medical conferences, and initiatives to expand use of our hormone-free, on-demand contraceptive among women who take oral birth control pills in conjunction with GLP-1 prescription medications like Ozempic, Mounjaro, and Zepbound for weight loss. Between TikTok posts going viral and the Say Vagina campaign, plus solid “earned” media coverage in 2025, we have garnered visibility for Evofem and PHEXX® that we expect will have a lasting and meaningful impact.

Expanding Our U.S. Commercial Portfolio

In July 2024, we acquired global rights to a second FDA-approved product - SOLOSEC® (secnidazole) 2g oral granules - adding a valuable and synergistic sexual health asset to our commercial portfolio. SOLOSEC® is a single-dose oral antimicrobial agent that provides a complete course of therapy with just one dose for the treatment of two sexual health conditions:

SOLOSEC® has the same call point as PHEXX®, enabling us to leverage our commercial infrastructure and strong relationships with physicians and allied healthcare providers (HCPs) in the U.S. Since re-launching the brand in November 2024, SOLOSEC® continues to grow and to exceed our projections.

Bacterial Vaginosis

Bacterial vaginosis (BV) is a pernicious condition that affects 29% of women in the U.S. Global prevalence in women of reproductive age is 23-29%, ranging as high as 41% in the Middle East and North Africa. Symptoms include vaginal odor and discharge, and BV is associated with an increased risk of acquisition of HIV and other STIs as well as pelvic inflammatory disease and adverse birth outcomes. SOLOSEC® treats BV with just one dose taken one time. The granules are stirred into applesauce or pudding and consumed within 30 minutes. Treatment complete.

BV frequently recurs within 12 months due to factors including antimicrobial resistance in BV-associated bacteria. Such resistance is associated with overuse of and improper adherence to the necessary treatment regimens of certain BV treatments including metronidazole and tinidazole; these require multiple doses at set time points. A full course of metronidazole treatment for BV requires 14 doses to be taken twice daily over seven days. However, research has shown that as many as 50% of patients do not take all 14 doses. 58% of women who do not complete therapy will have a recurrence of BV within one year. Noncompliance to a multiple-day metronidazole regimen is a contributing factor to persistent BV.

In 2025, an investigator-led study in 24 women with recurrent BV found that once-weekly dosing with SOLOSEC® demonstrated efficacy matching or potentially surpassing outcomes of current CDC-recommended suppressive treatments for recurrent BV. These results underscore SOLOSEC’s potential to redefine the standard of care for recurrent BV by offering women and their HCPs a simpler treatment option for long-term symptom control. We look forward to publication of this study in a peer-reviewed journal in due course.

Trichomoniasis

SOLOSEC® is also indicated to treat trichomoniasis, the most common non-viral STI in the world, in both men and women. Despite the availability of anti-infectives approved to treatTrichomonas vaginalis, the parasite that causes trichomoniasis, in 2020 the WHO estimated 156.3 million new cases of trichomoniasis worldwide: 73.7 million in females and 82.6 million in males. Undiagnosed infections and lack of compliance with multi-day treatment regimens are critical contributing factors. Both sexual partners must be treated at the same time to prevent recurrence. The CDC notes that up to 70% of people infected with trichomoniasis are unaware that they are infected and may unwittingly pass the parasite to sexual partners.

A National Institutes of Health (NIH)-funded, investigator-led study is evaluating SOLOSEC® (one dose administered one time) versus metronidazole (14 doses to be taken twice daily over seven days) for the treatment of trichomoniasis. This is a Phase 4 study, meaning both products are already approved to treatT. vaginalis. The purpose of the study is to compare the rate of repeat infections withT. vaginalis and evaluate relative pharmaco-economics of the two products. Study investigators hypothesize that the rate of repeat infections withT. vaginalis will be 1.75 lower in people treated with SOLOSEC® versus metronidazole, and that single-dose SOLOSEC® will have a higher initial cost but will be more cost effective compared to multi-dose metronidazole, largely due to lower breakthrough rates of infection.

Building a Global Business

Evofem’s long-standing mission is to improve the quality of lives of people worldwide by providing them with more control over their sexual and reproductive health. Our strategy is to develop new geographies through strategic alliances, building off our core U.S. base. We are proud to have closed two transactions in the past 15 months that will bring PHEXX® and SOLOSEC® to people in new parts of the world while diversifying and expanding our revenue. These agreements cover commercial rights for our products in the Middle East and North Africa (MENA). Our licensee will initially commercialize PHEXX® and SOLOSEC® in the United Arab Emirates (UAE), Kuwait, Saudi Arabia, Qatar, Oman, and Jordan, with potential to expand into 15 other countries in the region thereafter.

Pharma 1 filed for regulatory approval of PHEXX® and SOLOSEC® in the UAE in June and September 2025, respectively. We look forward to supporting the launch of – and revenues from – both products in the UAE in 2026. Meanwhile, work is already underway on subsequent filings in the licensed territory.

We intend to continue exploring additional opportunities to further expand the global reach of our products and maximize their global potential.

Cost Reduction Initiatives

Growing product sales is only part of the equation for Evofem’s long-term success; we have prioritized reducing cost of goods for both PHEXX® and SOLOSEC®.

We continue to manufacture PHEXX® with our long-time U.S. contract manufacturer. However, to enable us to establish commercially viable partnerships for certain global markets, we must significantly reduce cost of goods (COGs). We therefore are working to establish and validate a second supplier to manufacture our hormone-free contraceptive. In addition to lowering COGs by more than 55% from current levels, adding this second manufacturer will also reduce PHEXX® supply chain risk.

In 2025, we activated our contract manufacturer for SOLOSEC® to ensure uninterrupted supply next year, when we will transition from selling finished goods inventory that we are buying from the SOLOSEC seller at a fixed price-per-unit to selling new-made goods. We expect SOLOSEC® COGs will be cut by at least 50% beginning in 2027.

The Path Ahead

As announced in October 2025 the merger with Aditxt, Inc., was terminated.

We are now pursuing a new path that we believe will better position us to deliver value for our stockholders. We aim to re-list our stock on the Nasdaq or a comparable national market and complete a fundraising round to provide critical capital for sales and marketing initiatives designed to catalyze our net sales growth over the next 18 to 24 months. With the appropriate growth capital and successful execution of our commercial strategy, we expect to be EBITDA positive on a sustainable basis in 2027 and beyond.

A critical first step is that to meet Nasdaq listing standards, we must increase our share price. As of the Record Date, we have 126,685,925 shares issued and outstanding and our Common Stock is trading at $0.01 per share. The Board of Directors determined that it is in the best interests of Evofem and its stockholders to effect a reverse stock split under our Certificate of Incorporation. Approval of the reverse split is critically important to Evofem’s future.

This is just one of six proposals on which we are asking you to vote. We appreciate your time both in reviewing these important proposals and in casting your vote at our upcoming Annual Meeting of Stockholders. We are asking for your support to remain a viable force by delivering innovation in sexual and reproductive healthcare and improving choices for women everywhere. Please ensure your voice is heard by voting promptly - online or by mail - following the instructions on the proxy card or voting instruction form sent to you.

Thank you,

Saundra Pelletier

President and Chief Executive Officer

October 29, 2025

Notice of Annual Meeting of Stockholders

All stockholders are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”).Whether you plan to attend the Annual Meeting or not, we urge you to read the proxy statement and to vote as quickly as possible to ensure your vote is recorded. You may change or revoke your proxy at any time before it is voted at the meeting.

This proxy statement (the “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Evofem Biosciences, Inc., a Delaware corporation (the “Company,” “Evofem,” “we” or “us”), for use at the Annual Meeting to be held on November 26, 2025, at 9:00 a.m. Pacific Time. For further information about the Annual Meeting, please see the important Information About the Annual Meeting and Voting section of this Proxy Statement, beginning on Page 8. This Proxy Statement and the enclosed proxy card will be made available to our stockholders on or about October 29, 2025.

Only stockholders of record at the close of business on October 24, 2025 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting. At the close of business on the Record Date, 126,685,925 shares of Evofem’s Common Stock, par value $0.0001 per share, 2,651 shares of Evofem’s E-1 Convertible Preferred Stock, which in aggregate has voting power equal to 172,125,530 shares of Common Stock, and 1,592 shares of Evofem’s G-1 Convertible Preferred Stock, which in aggregate has voting power equal to 103,578,948 shares of Common Stock, were issued and outstanding. At the close of business on the Record Date, outstanding shares of Evofem’s Common Stock were held by approximately 14 stockholders of record. Shares cannot be voted at the Annual Meeting unless the holder thereof is present or represented by proxy. The presence, virtually or by proxy, of the holders of one-third of the voting power of all issued and outstanding shares of Common Stock of Evofem as of the Record Date will constitute a quorum for the transaction of business at the Annual Meeting and any adjournment or postponement thereof.

Our Board has selected Saundra Pelletier to serve as the holder of proxies for the Annual Meeting. The shares of Common Stock represented by each executed and returned proxy will be voted by Ms. Pelletier in accordance with the directions indicated on the proxy. If you sign your proxy card without giving specific instructions, Ms. Pelletier will vote your shares “FOR” each of the Proposals. The proxy also confers discretionary authority to vote the shares authorized to be voted thereby on any matter that may be properly presented for action at the Annual Meeting; we currently know of no other business to be presented.

Any proxy given may be revoked by the person giving it at any time before it is voted at the Annual Meeting. If you have not voted through your broker, there are four ways for you to revoke your proxy and change your vote. You may:

Your last submitted proxy will be the proxy that is counted.

We will provide copies of this Proxy Statement and accompanying materials to brokerage firms, fiduciaries, and custodians for forwarding to beneficial owners and will reimburse these persons for their costs of forwarding these materials. Our directors, officers, and employees may solicit proxies by telephone, facsimile, or personal solicitation. We will not pay additional compensation for any of these services.

You may change or revoke your proxy at any time before it is voted at the Annual Meeting. If your shares are held in “street name,” that is, held for your account by a broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted.

If you would like to request documents, please do so no later than November 17, 2025 to receive them before the Annual Meeting. Please be sure to include your complete name and address in your request. Please see “Where You Can Find Additional Information” to find out where you can find more information about Evofem.

If you have any questions or require any assistance with completing your proxy, please contact Evofem Biosciences’ investor relations by email atir@evofem.com. A list of stockholders of record as of the Record Date will be available at the Annual Meeting and during the 10 days prior to the Annual Meeting at the Company’s headquarters at 12636 High Bluff Drive, Suite 400, San Diego, California 92130.

Whether you plan to attend the Annual Meeting or not, it is important that you cast your vote either in person or by proxy.

BY ORDER OF THE BOARD OF DIRECTORS

Ivy Zhang

Secretary and Chief Financial Officer

October 29, 2025

Special Note About Forward-Looking Statements

This proxy statement includes statements regarding future plans, expectations, beliefs, intentions, and prospects that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this proxy statement. The words “will,” “expects,” “could,” “would,” “may,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “targets,” “estimates,” “looks for,” “looks to,” “continues” and similar expressions, as well as statements regarding our focus for the future, are generally intended to identify forward-looking statements. Each of the forward-looking statements we make in this proxy statement involves risks and uncertainties that could cause actual results to differ materially from these forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors” of our Forms 10-K and 10-Q. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date of this proxy statement. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this proxy statement, except as required by law.

Table of Contents

Special Note About Forward-Looking Statements

This proxy statement and the documents incorporated by reference herein include statements regarding future plans, expectations, beliefs, intentions, and prospects that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this proxy statement. The words “will,” “expects,” “could,” “would,” “may,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “targets,” “estimates,” “looks for,” “looks to,” “continues” and similar expressions, as well as statements regarding our focus for the future, are generally intended to identify forward-looking statements. Each of the forward-looking statements we make in this proxy statement involves risks and uncertainties that could cause actual results to differ materially from these forward-looking statements. These statements are also subject to the risks related to stockholder approval of the proposals described in this proxy statement, our ability to implement corporate actions such as the reverse stock split or equity incentive plans, and our access to capital markets. Additional information concerning risks and uncertainties that could affect our business, financial condition, and results of operations can be found in our most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings with the SEC.

Nothing in this proxy statement and the attachments hereto 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 statements will be achieved. Investors and securityholders of Evofem should not place undue reliance on forward-looking statements in this proxy statement and the attachments hereto, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein and the risk factors discussed in our Forms 10-K and 10-Q. Except as required by applicable securities laws, we undertake no obligation to update or revise any forward-looking statements to reflect subsequent events, new information, or future circumstance.

Market and Industry Data

Certain information contained in this Proxy Statement relates to or is based on studies, publications, surveys, and other data obtained from third-party sources and Evofem’s own internal estimates and research. While we believe these third-party sources to be reliable as of the date of this Proxy Statement, we have not independently verified the market and industry data contained in this Proxy Statement or the underlying assumptions relied on therein. Finally, while we believe our own internal research is reliable, such research has not been verified by any independent source.

Trademarks

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this Proxy Statement may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.