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Evofem Biosciences, Inc.

For the period ended Dec 31, 2024. Filed Mar 24, 2025.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Mar 24, 2025

EVFM$0.48-23.4%Stored close · as of Aug 10, 2022

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 15. Exhibits and Financial Statement Schedules

(a) Documents filed as part of this Annual Report

1. Financial Statements.

Report of Independent Registered Public Accounting Firm (PCAOB ID No. 207)F- 1
Consolidated Balance SheetsF- 3
Consolidated Statements of OperationsF- 4
Consolidated Statements of Comprehensive OperationsF- 5
Consolidated Statements of Convertible and Redeemable Preferred Stock and Stockholders’ DeficitF- 6
Consolidated Statements of Cash FlowsF- 8
Notes to Consolidated Financial StatementsF- 9

The Reports of Independent Registered Public Accounting Firms, the consolidated financial statements and the notes to the consolidated financial statements listed above are set forth beginning on page F-1, immediately following the signature pages of this Annual Report.

2. Financial Statement Schedules.

All schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.

3. Exhibits Required to Be Filed by Item 601 of Regulation S-K.

A list of exhibits is set forth on the following page and is incorporated herein by reference.

EXHIBIT INDEX

Exhibit · Filed · Incorporated by Reference
No.Exhibit TitleHerewithFormFile No.Date Filed
2.1Definitive agreement by and between the Company and Aditxt, Inc.8-K001-3675412/12/2023
2.2First Amendment to the Merger Agreement, dated January 8, 20248-K001-367541/11/2024
2.3Second Amendment to the Merger Agreement, dated January 20, 20248-K001-367541/31/2024
2.4Third Amendment to the Merger Agreement, dated February 29, 20248-K001-367543/6/2024
2.5Reinstatement and Fourth Amendment to Merger Agreement dated May 2, 20248-K001-367545/2/2024
2.6Amended and Restated Plan of Merger, by and between the Company, Aditxt, Inc. and Adifem, Inc.8-K001-367547/18/2024
2.7First Amendment to the Amended and Restated Agreement and Plan of Merger, by and between the Company, Aditxt, Inc., and Adifem, Inc., dated August 16, 20248-K001-367548/20/2024
2.8Second Amendment to the Amended and Restated Agreement and Plan of Merger, by and between the Company, Aditxt, Inc., and Adifem, Inc., dated September 6, 20248-K001-367549/6/2024
2.9Third Amendment to the Amended and Restated Agreement and Plan of Merger, by and among the Company, Aditxt, Inc. and Adifem, Inc., dated October 2, 20248-K001-3675410/3/2024
2.10Fourth Amendment to the Amended and Restated Agreement and Plan of Merger, by and among the Company, Aditxt, Inc. and Adifem, Inc., dated November 19, 20248-K001-3675411/25/2024
2.11Fifth Amendment to the Amended and Restated Agreement and Plan of Merger by and among the Company, Aditxt, Inc. and Adifem, Inc., dated March 22, 2025X
3.1Amended and Restated Bylaws of the Registrant.8-K001-367541/17/2018
3.2Certificate of Designation of the Series A Preferred Stock of the Company.8-K001-367543/25/2020
3.3Certificate of Designation of Preferences, Rights and Limitations of Series B-1 Convertible Preferred Stock.8-K001-3675410/12/2021
3.4Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock8-K001-367543/24/2022
3.5Certificate of Amendment to the Amended and Restated Certificate of Incorporation8-K001-367545/5/2022
3.6Amended and Restated Certificate of Incorporation10-Q001-367545/10/2022
3.7Certificate of Designation of Series D Preferred Shares8-K001-3675412/21/2022
3.8Certificate of Amendment to the Amended and Restated Certificate of Incorporation8-K001-367545/17/2023
3.9Amended and Restated Bylaws of the Registrant.8-K001-367547/17/2023
3.1Certificate of Designation of Series E-1 Preferred Stock.8-K001-367548/10/2023
3.11Amendment to the amended and Restated Certificate of Incorporation of Evofem Biosciences, Inc8-K001-367549/15/2023
3.12Certificate of Designation of Series F-1 Preferred Stock8-K001-3675412/12/2023
3.13Amended and Restated certificate of Designation of Series F-1 Convertible Preferred Stock8-K001-367546/26/2024
4.1Form of Stock Certificate.10-K001-367542/26/2018
4.2Form of Pre-Funded Warrant.S-1333-2249585/16/2018
4.3Form of Reload Warrant.8-K001-367542/11/2019
4.4Form of Warrant.8-K001-367544/11/2019
4.5Form of Note.8-K001-367544/27/2020
4.6Form of Warrant.8-K001-367544/27/2020
4.7Form of Warrant to Purchase Common Stock.8-K001-367545/19/2021
4.8Form of Warrant.8-K001-367541/13/2022
4.9Form of Senior Subordinated Note.8-K001-367541/13/2022
4.10Form of Warrant.8-K001-367543/1/2022
4.11Form of Senior Subordinated Note.8-K001-367543/1/2022
4.12Description of Evofem’s securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934.10-K001-367543/10/2022
4.13Form of Senior Subordinated Note.8-K001-367545/5/2022
4.14Form of Warrant.8-K001-367545/5/2022
4.15Form of Pre-Funded Warrant8-K001-367545/23/2022
4.16Form of Warrant8-K001-367545/23/2022
4.17Form of Senior Secured Convertible Note8-K001-3675412/21/2022
4.18Form of Warrant8-K001-3675412/21/2022
4.19Form of Senior Subordinated Convertible Note.8-K001-367542/23/2023
4.20Form of Warrant.8-K001-367542/23/2023
4.21Form of Registration Rights Agreement.8-K001-367542/23/2023
4.22Form of Senior Subordinated Convertible Note.8-K001-367543/14/2023
4.23Form of Warrant.8-K001-367543/14/2023
4.24Form of Registration Rights Agreement.8-K001-367543/14/2023
4.25Form of Senior Subordinated Convertible Note.8-K001-367543/24/2023
4.26Form of Warrant.8-K001-367543/24/2023
4.27Form of Registration Rights Agreement.8-K001-367543/24/2023
4.28Form of Senior Subordinated Convertible Note.8-K001-367544/10/2023
4.29Form of Warrant.8-K001-367544/10/2023
4.30Form of Registration Rights Agreement.8-K001-367544/10/2023
4.31Form of Senior Subordinated Convertible Note.8-K001-367547/10/2023
4.32Form of Warrant.8-K001-367547/10/2023
4.33Form of Registration Rights Agreement.8-K001-367547/10/2023
4.34Form of Registration Rights Agreement.8-K001-367548/10/2023
4.35Form of Senior Subordinated Convertible Note.8-K001-367548/10/2023
4.36Form of Warrant.8-K001-367548/10/2023
4.37Form of Senior Subordinated Convertible Note.8-K001-3675410/3/2023
4.38Form of Warrant.8-K001-3675410/3/2023
4.39Form of Registration Rights Agreement.8-K001-3675410/3/2023
4.40Form of Senior Subordinated Convertible Note.8-K001-3675412/7/2023
9.1Form of Support Agreement, by and between the Company and the Investor, dated as of October 28, and October 30, 2024.8-K001-3675410/31/2024
10.12014 Employee Stock Purchase Plan.S-1/A333-19944911/10/2014
10.2Form of Stock Option Agreement under Amended and Restated 2014 Equity Incentive Plan.S-1/A333-19944911/10/2014
10.3Form of Restricted Stock Units Agreement under the Amended and Restated 2014 Equity Incentive Plan.S-1/A333-19944911/10/2014
10.4Form of Restricted Stock Agreement under the Amended and Restated 2014 Equity Incentive Plan.S-1/A333-19944911/10/2014
10.5Form of Notice of Grant of Restricted Stock Units under the Amended and Restated 2014 Equity Incentive Plan.S-1/A333-19944911/10/2014
10.6Form of Notice of Grant of Restricted Stock under the Amended and Restated 2014 Equity Incentive Plan.S-1/A333-19944911/10/2014
10.7Form of Notice of Grant of Stock Option under the Amended and Restated 2014 Equity Incentive Plan.S-1/A333-19944911/10/2014
10.8Form of Indemnification Agreement, by and between the Registrant and each of its directors and executive officers.S-1333-19944910/17/2017
10.9Form of Stock Option Agreement under 2007 Stock Plan.S-1333-19944910/17/2017
10.10Form of Registration Rights Agreement.8-K001-3675410/17/2017
10.11Evofem Biosciences Operations, Inc. Amended and Restated 2012 Equity Incentive Plan.S-4333-22159211/15/2017
10.12Form of Notice of Option Grant and Option Agreement under the Evofem Biosciences Operations, Inc. Amended and Restated 2012 Equity Incentive Plan.S-4333-22159211/15/2017
10.13Form of Notice of Grant of Restricted Stock Award under the Evofem Biosciences Operations, Inc. Amended and Restated 2012 Equity Incentive Plan.S-4333-22159211/15/2017
10.14Amended and Restated License Agreement, by and between Rush University Medical Center and Evofem, Inc. dated as of March 27, 2014.S-4333-22159211/15/2017
10.15Executive Employment Agreement, dated as of July 2, 2018, by and between the Registrant and Saundra Pelletier.8-K001-367547/3/2018
10.16Form of Notice of Grant of Stock Option under the 2018 Inducement Equity Incentive Plan.10-Q001-367548/2/2018
10.17Evofem Biosciences, Inc. 2019 Employee Stock Purchase Plan.8-K001-367546/5/2019
10.18Lease, entered into October 3, 2019, by and between the Registrant and Kilroy Realty, L.P.10-Q001-3675411/7/2019
10.19Supply and Manufacturing Agreement, dated November 4, 2019, by and between the Registrant and DPT Laboratories, Ltd.10-K001-367543/12/2020
10.20Securities Purchase and Security Agreement, dated as of April 23, 2020, by and among Evofem Biosciences, Inc., its wholly-owned domestic subsidiaries as guarantors, certain affiliates of Baker Bros. Advisors LP, as purchasers, and Baker Bros. Advisors LP, as designated agent.8-K001-367544/27/2020
10.21Intellectual Property Security Agreement, dated as of April 23, 2020, by and among Evofem Biosciences, Inc., Evofem, Inc. and Baker Bros. Advisors LP, as collateral agent.8-K001-367544/27/2020
10.22Form of Registration Rights Agreement.8-K001-367544/27/2020
10.23First Amendment to Office Lease, dated as of April 14, 2020, by and between the Registrant and Kilroy Realty, L.P.10-Q001-367545/6/2020
10.24Securities Purchase Agreement, dated as of October 14, 2020, by and among Evofem Biosciences, Inc., Adjuvant Global Health Technology Fund, L.P. and Adjuvant Global Health Technology Fund DE, L.P., as purchasers.8-K001-3675410/15/2020
10.25Form of Convertible Promissory Note.8-K001-3675410/15/2020
10.26Registration Rights Agreement, dated as of October 14, 2020, by and among Evofem Biosciences, Inc., Adjuvant Global Health Technology Fund, L.P. and Adjuvant Global Health Technology Fund DE, L.P., as investors.8-K001-3675410/15/2020
10.27Letter Agreement, dated as of October 14, 2020, by and among Evofem Biosciences, Inc., Adjuvant Global Health Technology Fund, L.P. and Adjuvant Global Health Technology Fund DE, L.P.8-K001-3675410/15/2020
10.28Amendment No. 1 to Amended and Restated License Agreement, by and between Rush University Medical Center and Evofem, Inc., dated September 29, 202010-Q001-3675411/9/2020
10.29Evofem Biosciences, Inc. Amended and Restated 2014 Equity Incentive Plan.10-K001-367543/4/2021
10.30Evofem Biosciences, Inc. Incentive Recoupment Policy10-K001-367543/4/2021
10.31First Amendment to Securities Purchase and Security Agreement, dated as of November 20, 2021, by and among Evofem Biosciences, Inc., certain affiliates of Baker Bros. Advisors LP, as purchasers, and Baker Bros. Advisors LP, as designated agent.8-K001-3675411/22/2021
10.32Securities Purchase Agreement, dated as of January 13, 2022, by and amount Evofem Biosciences, Inc. and each investor listed therein.8-K001-367541/13/2022
10.33Amended and Restated Non-Employee Director Compensation Policy (to be effective April 1, 2022).10-K001-367543/10/2022
10.34Amended and Restated Non-Employee Director Compensation Policy (currently in effect).10-K001-367543/10/2022
10.35Second Amendment to Securities Purchase and Security Agreement, dated as of April 23, 2020, by and among Evofem Biosciences, Inc., certain affiliates of Baker Bros. Advisors LP, as purchasers, and Baker Bros. Advisors LP, as designated agent.8-K001-367543/21/2022
10.36Form of Exchange Agreement8-K001-367543/24/2022
10.37First Amendment to Securities Purchase Agreement, dated as of October 14, 2020, by and among Evofem Biosciences, Inc. Adjuvant Global Health Technology Fund, L.P. and Adjuvant Global Health Technology Fund, DE LP.8-K001-367544/7/2022
10.38Form of Amendment and Exchange Agreement8-K001-367545/5/2022
10.39Forbearance Agreement, dated as of September 15, 2022, by and among Evofem Biosciences, Inc. and certain institutional investors.8-K001-367549/16/2022
10.40Forbearance Agreement, dated as of September 15, 2022, by and among Evofem Biosciences, Inc., Adjuvant Global Health Technology Fund, LP, and Adjuvant Global Health Technology Fund, DE, LP.8-K001-367549/16/2022
10.41Subordination Agreement, dated as of September 15, 2022, by and among Global Health Technology Fund, LP, Adjuvant Global Health Technology Fund, DE, LP, and certain institutional investors and their designated agent.8-K001-367549/16/2022
10.42Form of Investor Exchange Agreement.8-K001-367549/16/2022
10.43Form of Adjuvant Exchange Agreement.8-K001-367549/16/2022
10.44Form of Right.8-K001-367549/16/2022
10.45Third Amendment to Securities Purchase and Security Agreement, dated as of September 15, 2022, by and among Evofem Biosciences, Inc., certain institutional investor and their designated agent.8-K001-367549/16/2022
10.46Second Amendment to Securities Purchase Agreement, dated as of September 15, 2022, by and among Evofem Biosciences, Inc., Adjuvant Global Health Technology Fund, LP, and Adjuvant Global Health Technology Fund, DE, LP.8-K001-367549/16/2022
10.47Form of Securities Purchase Agreement8-K001-3675412/21/2022
10.48Form of Registration Rights Agreement8-K001-3675412/21/2022
10.49First Amendment to Forbearance Agreement8-K001-3675412/21/2022
10.50^^Fourth Amendment to Securities Purchase and Security Agreement8-K001-367549/11/2023
10.51Asset Purchase Agreement, by and between the Company and Lupin Inc.8-K001-367547/18/2024
10.52License Agreement, by and between the Company and Pharma 1 Drug Store, L.L.C.8-K001-367547/23/2024
10.53Securities Purchase Agreement, by and between the Company and Aditxt, Inc., dated as of July 12, 2024.8-K001-367547/23/2024
10.54Registration Rights Agreement, by and between the Company and Aditxt, Inc., dated as of July 12, 2024.8-K001-367547/23/2024
10.55Securities Purchase Agreement, by and between the Company and Aditxt, Inc., dated as of August 9, 2024.10-Q001-367548/14/2024
10.56Registration Rights Agreement, by and between the Company and Aditxt, Inc., dated as of August 9, 2024.10-Q001-367548/14/2024
10.57Securities Purchase Agreement, by and between the Company and Aditxt, Inc., dated as of September 20, 2024.10-Q001-367549/25/2024
10.58Registration Rights Agreement, by and between the Company and Aditxt, Inc., dated as of September, 2024.10-Q001-367549/25/2024
10.59Securities Purchase Agreement, by and between the Company and Aditxt, Inc., dated as of October 2, 2024.8-K001-3675410/3/2024
10.60Registration Rights Agreement, by and between the Company and Aditxt, Inc., dated as of October 2, 2024.8-K001-3675410/3/2024
10.61Securities Purchase Agreement, by and between the Company and Aditxt, Inc., dated as of October 28, 2024.8-K001-3675410/28/2024
10.62Registration Rights Agreement, by and between the Company and Aditxt, Inc., dated as of October 28, 2024.8-K001-3675410/28/2024
10.63Form of Support Agreement, by and between the Company and the Investor, dated as of October 28, and October 30, 2024.8-K001-3675410/31/2024
10.64Amended Employment Agreement, by and between the Company and Ivy Zhang, dated as of November 8, 2024.10-Q001-3675411/14/2024
10.65Amended Employment Agreement, by and between the Company and Saundra Pelletier, dated as of November 8, 2024.10-Q001-3675411/14/2024
19.1*Insider trading policies and proceduresX
19.2*Incentive compensation recoupment policyX
21.1*List of SubsidiariesX
23.1*Consent of BPM, LLPX
31.1*Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
31.2*Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
32.1*Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.X
101.INS†Inline XBRL Instance DocumentX
101.SCH†Inline XBRL Taxonomy Extension Schema DocumentX
101.CAL†Inline XBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEF†Inline XBRL Definition Linkbase DocumentX
101.LAB†Inline XBRL Taxonomy Extension Labels Linkbase DocumentX
101.PRE†Inline XBRL Taxonomy Extension Presentation Linkbase DocumentX
104Cover Page Interactive Data File (embedded within the Inline XBRL document)X
ΔManagement Compensation Plan or arrangement.
†Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933, as amended.
^The schedules and exhibits to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.
^^Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally a copy of any omitted exhibit or schedule upon request by the SEC.
*Furnished herewith. This certification is being furnished solely to accompany this Annual Report pursuant to 18 U.S.C. 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation by reference language in such filing.
ContentsView on SEC.gov

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