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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): July 8, 2026
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 |
| N/A |
|
N/A |
|
N/A |
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
1.01 Entry into a Material Definitive Agreement
Securities
Purchase Agreement
On
July 8, 2026, Evofem Biosciences, Inc., a Delaware corporation (the “Company”) entered into a promissory note
with HUB Cyber Security, Ltd., (“HUB”) providing for the sale and issuance of a subordinated note due in
the aggregate original principal amount of $706,304 (the “Note”) (the “Offering”).
The
Offering closed on July 8, 2026 (the “Closing Date”) and, as a result, the Company issued a Note in an aggregate
principal amount of $706,304. The principal amount of the Note accrues interest at a rate of 12% per annum, compounded monthly (the
“Interest Rate”) and will mature after eleven (11) months from July 8, 2026, unless becoming due and payable on an
earlier date pursuant to the terms of the Note (the “Maturity Date”). In addition, the Note accrues a Monitoring Fee
of $2,000 per week (the “Monitoring Fee”) commencing on the Note issuance date and continuing until the Note and any
other amounts due in connection with the Note are paid in full (approximately $94,000 in total if the Note remains outstanding through
the Maturity Date), as well as a one-time administration fee of $14,126 (“Administration Fee”). Both the Monitoring
Fee and Administration Fee are accrued and payable on the Maturity Date. The Note may be prepaid in whole or part, at any time without
premium or penalty. The net proceeds to the Company from the Offering were approximately $706,304.
The
Note will be the subordinate obligations of the Company. The Company will be in default if any amount of principal or other amounts are
not paid when due. The Company is required to pay, on the Maturity Date, all outstanding principal, accrued and unpaid interest, the
accrued Administration Fee, and the accrued Monitoring Fee.
Prohibited
Transactions
The
Note prohibits the Company from entering specified transactions (including mergers, business combinations and similar transactions)
or amending its organizational documents unless the Company obtains prior written consent of HUB.
Covenants
The
Note contains a variety of obligations on the Company not to engage in specified activities, which are typical for transactions
of this type, as well as the following covenants:
| ○ | The
Company
will not merge or consolidate into another entity |
| ○ | The
Company
will not sell or dispose of all or substantially all of our assets |
| ○ | The
Company
will not dissolve, wind-up, or liquidate or initiate a bankruptcy proceeding |
| ○ | The
Company
will not materially alter the nature of our business operations |
| ○ | The
Company
will not make payments to any non-employee shareholder during the occurrence of an Event
of Default (defined below). |
| ○ | The
Company
will notify HUB if we are subject to any judgements or decrees before any court or governmental
entities or if there are any Events of Default |
Events
of Default
The Note contains standard
and customary events of default including but not limited: (i) incorrect representations or warranties in the promissory note (ii) failure
to make payments within three (3) days of the due date under the Note; (iii) bankruptcy or insolvency of the Company; (iv) any
involuntary petition is filed against us or any of our subsidiaries under any bankruptcy law, rule, regulation, statute, or ordinance;
(v) judgements or decrees are entered against us and not resolved within thirty (30) days; and/or (vi) we fail to perform any
covenant, agreement, or other term or condition under the Note. The defaults alleged by the Company’s senior noteholder are
excluded from being considered an Event of Default under the Note.
If
an event of default occurs, HUB may require us to redeem all or any portion of the Note (including all accrued and unpaid interest
and other fees thereon), in cash.
The
Note will be governed by, and construed in accordance with, the laws of the State of New York without regard to its conflicts of law
principles.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information disclosed
in item 1.01 of this Current Report on Form 8-K is incorporated into this item 2.03 to the extent required.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Promissory Note dated as of July 8, 2026 |
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL) |
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:
July 14, 2026 |
By: |
/s/
Saundra Pelletier |
| |
|
Saundra
Pelletier |
| |
|
Chief
Executive Officer |
