Evofem Biosciences, Inc.

Board of Directors and Stockholders of

Evofem Biosciences, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Evofem Biosciences, Inc. and subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, comprehensive operations, convertible and redeemable preferred stock and stockholders’ deficit, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations, negative cash flows from operations since inception, and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Critical Audit Matter Description

Valuation of Related-Party and Third-Party Debt and Derivative Liabilities

As described in Note 4 – Debt, in April 2020, the Company entered into a Securities Purchase and Security Agreement with certain affiliates of Baker Bros. Advisors LP (“Baker”), pursuant to which the Company agreed to issue and sell senior secured promissory notes (the “Baker Notes”) in an aggregate principal amount of up to $25.0 million. The Baker Notes were subsequently assigned to Aditxt, Inc. in December 2023, assigned back to Baker in February 2024, and then assigned to Future Pak LLC on July 23, 2024, and remain outstanding as of December 31, 2025. The fair value of the Baker Notes was determined by estimating the fair value of the Market Value of Invested Capital (“MVIC”) of the Company from the third quarter of 2022 through the second quarter of 2023. Starting in the third quarter of 2023, the fair value of the Baker Notes is determined using a Monte Carlo simulation-based model.

As described in Note 4 – Debt, the Company entered into eight Securities Purchase Agreements (“SPAs”) between December 2022 and September 2023 with certain investors. In April and June 2025, the Company entered into securities purchase agreements with Aditxt, Inc. (the “Aditxt SPAs”) providing for the sale and issuance of senior subordinated convertible notes. Each of the SPAs and Aditxt SPAs are materially similar, includes both term notes (collectively, “SSNs”) and detachable common stock warrants, and contains certain conversion and contingent redemption features. The fair value of the SSNs was determined by estimating the fair value of the MVIC of the Company from the third quarter of 2022 through December 31, 2025.

As described in Note 8 – Convertible and Redeemable Preferred Stock and Stockholders’ Deficit, in 2023, the Company signed an agreement with the holders of Purchase Rights upon which the total aggregate value of the Purchase Rights is fixed at $24.7 million, to be paid in a variable number of shares based on the current exercise price. The Purchase Rights are recorded as derivative liabilities in the consolidated balance sheets and are valued using an option pricing model (“OPM”), similar to a Black-Scholes model. The assumptions used in the OPM are considered level 3 assumptions and include, but are not limited to, the MVIC, the cumulative equity value of the Company as a proxy for the exercise price.

The MVIC was estimated using forms of the cost and market approaches. In the cost approach, an adjusted net asset value method was used to determine the net recoverable value of the Company, including an estimate of the fair value of the Company’s intellectual property. The Monte Carlo simulation was used to take into account several embedded features and factors, including the exercise of the repurchase right, the Company’s future revenues, meeting certain debt covenants, the maturity term of the note and dissolution. For the dissolution scenario, the cost approach, an adjusted net asset value method was used to determine the net recoverable value of the Company, including an estimate of the fair value of the Company’s intellectual property. The estimated fair value of the Company’s intellectual property was valued using a relief from royalty method, which required management to make significant estimates and assumptions related to forecasts of future revenue, and the selection of the royalty and discount rates. The guideline public company method served as another valuation indicator. In this form of the market approach, comparable market revenue multiples were elected and applied to the Company’s forward revenue forecast to ultimately derive a MVIC indication. As of December 31, 2025, the Company recorded the fair values of the Baker Notes, SSNs and Purchase Rights at $15.5 million, $5.9 million and $1.0 million, respectively.

We identified the Company’s estimates of the fair values for the Baker Notes, SSNs and Purchase Rights as a critical audit matter, as valuation of these instruments is highly interrelated and due to the significant estimates and assumptions made by management related to forecasts of future revenue, probability of scenarios used in the Monte Carlo simulation, and the selection of the royalty and discount rates to determine the fair value of the Company’s intellectual property. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s forecasts of future revenue, probability of scenarios used in the Monte Carlo simulation, and the selection of the royalty and discount rates for the intellectual property.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the Company’s determination of the fair values of the Baker Notes, SSNs and Purchase Rights, included the following, among others:

Critical Audit Matter Description

Valuation of SOLOSEC Contingent Consideration (“Earnout”) Liabilities

As described in Note 6 –Fair Value of Financial Instruments -in connection with the SOLOSEC asset acquisition completed in a prior year, the total consideration included an up-front payment paid at closing, sales-based payments to be paid over the next 15 years (the “Earnout Term”) in each year in which SOLOSEC adjusted net revenue exceeds a specified threshold, a $10.0 million one-time payment upon achievement of cumulative SOLOSEC adjusted net revenues of $100 million, and quarterly royalty payments based on SOLOSEC net revenue. The fair value of the consideration was attributed to the SOLOSEC product line and recorded as an intangible asset, with the future sales-based payments recorded as contingent liabilities.

As of December 31, 2025, the Company remeasured the fair value of the SOLOSEC contingent consideration liabilities using a Monte Carlo simulation model that assumes revenues follow a geometric Brownian motion. The model simulates future SOLOSEC revenues over the Earnout Term based on expected growth, risk adjustments, and revenue volatility to estimate the likelihood and amount of sales-based payments. The expected payments are then discounted to present value to determine the fair value of the contingent liabilities.

The discount rate reflects the risk-free rate, a credit spread based on the Company’s interest-bearing debt, an additional spread for credit migration, and an incremental spread to reflect the subordinated nature of the contingent liabilities. The valuation is subject to significant estimation uncertainty, as it is sensitive to assumptions related to future SOLOSEC net revenue, revenue volatility, and the discount rate. As of December 31, 2025, the fair value of the SOLOSEC contingent liabilities was $4.7 million.

We identified the valuation of the SOLOSEC contingent consideration liabilities as a critical audit matter due to the significant estimates and assumptions made by management related to forecasts of future SOLOSEC net revenues and the application of revenue volatility and discount rate within the Monte Carlo simulation model used to estimate fair value. This required a high degree of auditor judgment and an increased extent of effort, including the involvement of our fair valuation specialists, to evaluate the reasonableness of management’s revenue forecasts, revenue volatility and discount rate assumptions.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the Company’s determination of the fair value of SOLOSEC contingent liabilities included the following, among others;

We have served as the Company’s auditor since 2023.

/s/BPM LLP

Sacramento, California

March 11, 2026