Evofem Bioscienc SEC Filings

Evofem Biosciences, Inc. reported results of its November 26, 2025 Annual Meeting of Stockholders. Stockholders approved an amendment to the Certificate of Incorporation authorizing a one-time reverse stock split of the outstanding Common Stock at a ratio of not less than 1-for-500 and not more than 1-for-1,500, with the exact ratio to be set by the Board any time before November 26, 2026. The total authorized Common Stock remains unchanged.

Stockholders also elected four directors to serve until the 2028 annual meeting, approved on a non-binding basis the compensation of named executive officers, and approved the Evofem Biosciences, Inc. 2025 Equity Incentive Plan. They further ratified the appointment of BPM LLP as independent registered public accounting firm for the year ending December 31, 2025.

Evofem Biosciences (EVFM) furnished earnings information via an Item 2.02 Form 8-K. The company announced it issued a press release with financial results for the three and nine months ended September 30, 2025, attached as Exhibit 99.1.

The disclosure is furnished, not filed, and is not incorporated by reference unless expressly stated. The company’s forward-looking statements address topics such as COGS reduction initiatives, future sales trends, cost-reduction efforts, manufacturing efficiencies, international expansion, and its ability to obtain additional financing or other strategic alternatives, and are subject to risks including limited cash resources, reliance on new capital, potential regulatory delays, market demand changes, supply chain factors, and the nonrecurring nature of certain gains.

Evofem Biosciences (EVFM) filed its Q3 2025 10‑Q, showing modest revenue and ongoing financial pressure. Net product sales were $4.952 million for the quarter and $10.622 million year‑to‑date. Q3 operating income was $0.951 million, aided by a $1.933 million gain from a change in accounting estimates on a contingent royalty liability, but other expenses led to a net loss of $1.569 million for Q3 and $2.397 million for the first nine months.

Liquidity remains tight: cash, cash equivalents and restricted cash were $840 thousand at period end. Total assets were $13.807 million versus total liabilities of $83.976 million, resulting in a stockholders’ deficit of $75.066 million. Management disclosed substantial doubt about the company’s ability to continue as a going concern and outlined plans to pursue product revenues, milestones from ex‑U.S. licensing, restructuring of payables, and additional financing. The company’s common stock moved from OTCQB to OTCPK on April 23, 2025, and to OTCID on July 1, 2025. Common shares outstanding were 123,956,354 as of September 30, 2025, and 126,685,925 as of November 12, 2025.

Evofem Biosciences filed its definitive proxy for the Nov 26, 2025 annual meeting, asking stockholders to vote on six proposals. The Board recommends “FOR” all items, including electing four directors, a non‑binding say‑on‑pay, approval of a 2025 Equity Incentive Plan, a reverse stock split, auditor ratification, and potential adjournment.

The reverse split proposal would amend the charter to effect a split at a ratio between 1‑for‑500 and 1‑for‑1,500, with the exact ratio set by the Board. As of the Record Date, 126,685,925 shares of Common Stock were outstanding, and the stock traded at $0.01 per share. In aggregate, Series E‑1 and Series G‑1 preferred held voting power equivalent to 172,125,530 and 103,578,948 Common shares, respectively, subject to 4.99%, 9.99% or 19.99% beneficial ownership limits.

The company highlights portfolio updates, including the acquisition and U.S. re‑launch of SOLOSEC and ongoing initiatives to reduce cost of goods. The Board notes its intent to meet listing standards and pursue financing after effectiveness of corporate actions, if approved.

Evofem Biosciences (EVFM) terminated its merger agreement with Aditxt effective October 20, 2025, after stockholders did not approve the transaction. The company exercised its contractual right to terminate based on the merger’s outside date and the failure to obtain Company Shareholder Approval. All related ancillary agreements ended concurrently, except for the existing non‑disclosure agreement. No consideration was paid in connection with the termination.

At the October 20 special meeting, quorum was reached with 100,494,436 votes represented out of 256,360,511 eligible votes. Proposal 1 to approve the merger received 93,239,872 votes for, 7,208,466 against, and 46,097 withheld, and was not approved. Proposal 2, authorizing potential adjournment, passed with 97,435,999 for, 2,840,322 against, and 218,115 withheld.

The company cautioned that termination could affect operations and relationships and referenced risks including potential costs and obligations described in its risk disclosures.

Evofem Biosciences (EVFM) entered a third amendment to its Securities Purchase Agreement with Adjuvant on October 13, 2025. The amendment updates when the related convertible notes become payable in full to the earlier of six months after the Effective Date, at Adjuvant’s election upon a Change of Control, or the date of any acceleration under Section 8.

The notes may not be prepaid before the date that is six months after the Effective Date without Adjuvant’s prior written consent. This sets a defined near‑term timeline for potential repayment while limiting early prepayment.