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2025-11-26
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): November 26, 2025
EVOFEM
BIOSCIENCES, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-36754 |
|
20-8527075 |
| (State
or other jurisdiction |
|
(Commission |
|
(I.R.S.
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
7770
Regents Road, Suite 113-618
San
Diego, California 92122
(Address
of principal executive offices)
(858)
550-1900
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of exchange on which registered |
| None |
|
|
|
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging Growth Company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.03. Amendment to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
Evofem
Biosciences, Inc. (the “Company”) held its Annual Meeting of Stockholders on November 26, 2025 (the “Annual Meeting”).
At the Annual Meeting, the Company’s stockholders approved a resolution as previously approved by the Company’s Board of
Directors (“Board”) to amend the Company’s existing Amended and Restated Certificate of Incorporation (the “Certificate
of Incorporation”) to effect a one-time reverse stock split of the Company’s Common Stock, to effectuate a reverse stock
split of the outstanding shares of the Company’s Common Stock by a ratio of not less than 1-for-500 and not more than 1-for-1,500
at any time before November 26, 2026. Detailed descriptions of the amendments to the Certificate are contained in the definitive proxy
statement for the Annual Meeting, filed with the Securities and Exchange Commission on October 29, 2025. The Company’s total authorized
Common Stock remains unchanged.
Item
5.07. Submission of Matters to a Vote of Security Holders.
The
Company’s Annual Meeting was held on November 26, 2025 at 9:00 a.m. Pacific Daylight Time at the Company’s headquarters
at 12636 High Bluff Drive, Suite 400, San Diego, California, 92130 pursuant to a definitive notice and proxy statement filed with
the Securities and Exchange Commission on October 29, 2025 (the “Definitive Proxy”). Of the Company’s 268,232,641 eligible
votes as of October 24, 2025 (the “Record Date”), 213,227,083 votes
(approximately 79.5% of
the total eligible votes) were represented by proxy or in person, which constituted a quorum for the purposes of the Annual Meeting.
Approximately 56.6% of holders
of the Company’s Common Stock issued and outstanding as of the Record Date were present
in person or represented by proxy. All holders of the Company’s series E-1 convertible preferred stock (“Series
E-1”) and Series G-1 convertible preferred stock (“Series G-1”) issued and outstanding, and
eligible to vote on an as-converted basis, as
of the Record Date were present in person or represented by proxy.
Each
of the matters set forth below is described in detail in the Company’s Definitive Proxy.
The
following is a summary of the proposals voted on at the Annual Meeting, including the number of votes cast for, against, and the number
of votes withheld and broker non-votes, with respect to each proposal.
Proposal
1
Election
of the following nominees as Class I or Class II directors of the Company, to serve three-year terms until the 2028 Annual Meeting of
Stockholders and until their successor is duly elected and qualified.
| |
|
Votes
For |
|
Votes
Against |
|
Votes With
held |
|
Broker
Non-Vote |
|
| Kim
Kamdar, Ph.D. (Class I Director) |
|
167,426,206 |
|
- |
|
1,831,252 |
|
43,969,625 |
|
| Colin
Rutherford (Class I Director) |
|
167,375,794 |
|
- |
|
1,881,664 |
|
43,969,625 |
|
| Lisa
Rarick (Class I Director) |
|
167,416,947 |
|
- |
|
1,840,511 |
|
43,969,625 |
|
| Tony
O’Brien (Class II Director) |
|
167,357,011 |
|
- |
|
1,900,447 |
|
43,969,625 |
|
Each
of the four nominees were elected to the Board by the Company’s stockholders, each to hold office until the 2028 Annual
Meeting of Stockholders and until his or her successor has been duly elected or until his or her resignation or removal.
Proposal
2
Approval,
on a non-binding advisory basis, of the compensation of our named executive officers (“Say-on-Pay”).
| |
|
Votes
For |
|
|
Votes
Against |
|
|
Abstentions |
|
|
Broker
Non-Vote |
|
| |
|
|
155,458,669 |
|
|
|
13,342,767 |
|
|
|
456,023 |
|
|
|
43,969,624 |
|
This
proposal was approved by the Company’s stockholders voting together as a class.
Proposal
3
Approval
of the Evofem Biosciences, Inc. 2025 Equity Incentive Plan.
| |
|
Votes
For |
|
|
Votes
Against |
|
|
Abstentions |
|
|
Broker
Non-Vote |
|
| |
|
|
161,228,017 |
|
|
|
7,369,458 |
|
|
|
659,984 |
|
|
|
43,969,624 |
|
This
Evofem Biosciences, Inc. 2025 Equity Incentive Plan was approved by the Company’s stockholders voting together as a class.
Proposal
4
Approval
of an amendment to the Company’s Certificate of Incorporation to authorize a reverse stock split of the outstanding Common Stock
by a ratio of not less than 1-for-500 and no more than 1-for-1,500, with the exact range to be set a whole number within such range by
the Board, in its sole discretion, at any time prior to November 26, 2026.
| |
|
Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Vote |
|
| Common,
Series E-1 and Series G-1 Combined |
|
171,747,197 |
|
41,462,277 |
|
17,606 |
|
3 |
|
| Series
E-1 |
|
37,967,769 |
|
- |
|
- | |
- |
|
| Series
G-1 |
|
103,578,947 |
|
- |
|
- |
|
- |
|
Approval
of this proposal required (i) the affirmative vote of a majority of the combined voting power of the outstanding shares of Common Stock,
Series E-1, and Series G-1, voting together as a single class, and (ii) the affirmative vote of a majority of the outstanding shares
of each of Series E-1 and Series G-1 Preferred Stock, voting separately as classes.
Proposal
4 was approved by a majority of the combined voting power of the Common Stock, Series E-1, and Series G-1 voting together as a single
class and by a majority of each of Series E-1 and Series G-1 voting separately as classes.
Proposal
5
Ratification
of the appointment of BPM LLP as the Company’s Independent Registered Public Accounting firm for the year ending December 31, 2025.
| |
|
Votes
For |
|
|
Votes
Against |
|
|
Abstentions |
|
|
Broker
Non-Vote |
|
| |
|
|
210,500,099 |
|
|
|
2,289,164 |
|
|
|
437,817 |
|
|
|
3 |
|
The
appointment was ratified by the Company’s stockholders voting together as a class.
Proposal
6
Because
a quorum was present and sufficient votes were received to approve all other proposals, no vote on Proposal 6 was required or taken.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
EVOFEM
BIOSCIENCES, INC. |
| |
|
|
| Dated:
November 26, 2025 |
By: |
/s/
Saundra Pelletier |
| |
|
Saundra
Pelletier |
| |
|
Chief
Executive Officer |
