EVFM sets near-term note maturity; prepay needs Adjuvant consent

Rhea-AI Filing Summary

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.

Insights

Credit & Capital Structure Analyst

Neutral: amendment sets a near-term maturity trigger and limits early prepayment.

Evofem and Adjuvant revised the notes’ terms effective October 13, 2025. The notes are now payable in full at the earlier of six months after the Effective Date, at Adjuvant’s election upon a Change of Control, or upon acceleration per Section 8.

This introduces a defined near-term repayment trigger while preserving lender optionality around a Change of Control. The amendment also bars prepayment before the six‑month mark without Adjuvant’s written consent, reducing the company’s flexibility to retire the debt earlier.

Actual cash impacts depend on future events such as a Change of Control election or an acceleration event as described by the agreement.

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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): October 13, 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 1.01 Entry into a Material Definitive Agreement

Amendment to Securities Purchase Agreement

On October 13, 2025 (the “Effective Date”), Evofem Biosciences, Inc. (the “Company”), Adjuvant Global Health Technology Fund, L.P., and Adjuvant Global Health Technology Fund DE, L.P. (together, “Adjuvant”) entered into a third amendment (the “Third Amendment”) to the Securities Purchase Agreement dated as of October 14, 2020, as amended, pursuant to which Adjuvant purchased from the Company certain convertible promissory notes (the “Notes”).

The Third Amendment amends certain provisions within the Securities Purchase Agreement including updating the date that the Notes will be payable in full to the earlier of (a) six months after the Effective Date, (b) at the election of Adjuvant, the date of a consummation of a Change of Control (as defined in the Securities Purchase Agreement), and (c) the date of any acceleration of the Notes in accordance with Section 8 (the “Maturity Date”, as per the Securities Purchase Agreement). The Notes may not be prepaid prior to the date that is six months after the Effective Date without prior written consent of Adjuvant.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Third Amendment to Securities Purchase Agreement dated as of October 13, 2025
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: October 17, 2025	By:	/s/ Saundra Pelletier
		Saundra Pelletier
		Chief Executive Officer

FAQ

What did EVFM change in its October 13, 2025 amendment?

It set the notes’ full payoff to the earlier of six months after the Effective Date, at Adjuvant’s election upon a Change of Control, or upon acceleration under Section 8.

When do EVFM’s notes become payable in full under the new terms?

At the earlier of six months after the Effective Date, a Change of Control election by Adjuvant, or any acceleration under Section 8.

Can EVFM prepay the notes early under this amendment?

No. Prepayment is not permitted before the date that is six months after the Effective Date without Adjuvant’s prior written consent.

Who are the counterparties to EVFM in this amendment?

Adjuvant Global Health Technology Fund, L.P., and Adjuvant Global Health Technology Fund DE, L.P.

What type of filing disclosed the amendment for EVFM (ticker EVFM)?

A Form 8‑K disclosed the third amendment to the Securities Purchase Agreement.

Does the amendment reference a Change of Control for EVFM?

Yes. Adjuvant may elect the notes to be payable in full on the date of consummation of a Change of Control, as defined in the agreement.