03/28/2025 | Press release | Distributed by Public on 03/28/2025 14:05
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2024
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO
Commission File Number 001-36754
EVOFEM BIOSCIENCES, INC.
(Exact name of Registrant as specified in its Charter)
Delaware | 20-8527075 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
7770 Regents Rd, Suite 113-618 San Diego, CA |
92122 | |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (858) 550-1900
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, par value $0.0001 per share | EVFM | OTCQB |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No☒
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of "large accelerated filer", "accelerated filer", and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the common stock held by non-affiliates of the registrant was approximately $0.9million as of June 30, 2024, based upon the closing sale price on the OTCQB Venture Market reported for such date. Shares of common stock held by each executive officer and director and certain holders of more than 10% of the outstanding shares of the registrant's common stock have been excluded in that such persons may be deemed to be affiliates. Shares of common stock held by other persons, including certain other holders of more than 10% of the outstanding shares of common stock, have not been excluded in that such persons are not deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
The number of shares of Registrant's Common Stock outstanding as of March 27, 2025 was 113,356,354.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this Amendment) amends the Annual Report on Form 10-K of Evofem Biosciences, Inc. (the Company) for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission (the SEC) on March 24, 2025 (the Original Filing). The Consent of Independent Registered Public Accounting Firm filed as Exhibit 23.1 to the Original Filing (the Auditor Consent) inadvertently contained the incorrect audit opinion and fiscal year-end dates. This Amendment is being filed to provide the Auditor Consent with the correct audit opinion and fiscal year-end dates.
In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended, this Amendment includes new certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as amended, dated as of the filing date of this Amendment.
No other changes were made to the Original Filing.
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
10.50 | ^^ | Fourth Amendment to Securities Purchase and Security Agreement | 8-K | 001-36754 | 9/11/2023 | |||||
10.51 | Asset Purchase Agreement, by and between the Company and Lupin Inc. | 8-K | 001-36754 | 7/18/2024 | ||||||
10.52 | License Agreement, by and between the Company and Pharma 1 Drug Store, L.L.C. | 8-K | 001-36754 | 7/23/2024 | ||||||
10.53 | Securities Purchase Agreement, by and between the Company and Aditxt, Inc., dated as of July 12, 2024. | 8-K | 001-36754 | 7/23/2024 | ||||||
10.54 | Registration Rights Agreement, by and between the Company and Aditxt, Inc., dated as of July 12, 2024. | 8-K | 001-36754 | 7/23/2024 | ||||||
10.55 | Securities Purchase Agreement, by and between the Company and Aditxt, Inc., dated as of August 9, 2024. | 10-Q | 001-36754 | 8/14/2024 | ||||||
10.56 | Registration Rights Agreement, by and between the Company and Aditxt, Inc., dated as of August 9, 2024. | 10-Q | 001-36754 | 8/14/2024 | ||||||
10.57 | Securities Purchase Agreement, by and between the Company and Aditxt, Inc., dated as of September 20, 2024. | 10-Q | 001-36754 | 9/25/2024 | ||||||
10.58 | Registration Rights Agreement, by and between the Company and Aditxt, Inc., dated as of September, 2024. | 10-Q | 001-36754 | 9/25/2024 | ||||||
10.59 | Securities Purchase Agreement, by and between the Company and Aditxt, Inc., dated as of October 2, 2024. | 8-K | 001-36754 | 10/3/2024 | ||||||
10.60 | Registration Rights Agreement, by and between the Company and Aditxt, Inc., dated as of October 2, 2024. | 8-K | 001-36754 | 10/3/2024 | ||||||
10.61 | Securities Purchase Agreement, by and between the Company and Aditxt, Inc., dated as of October 28, 2024. | 8-K | 001-36754 | 10/28/2024 | ||||||
10.62 | Registration Rights Agreement, by and between the Company and Aditxt, Inc., dated as of October 28, 2024. | 8-K | 001-36754 | 10/28/2024 | ||||||
10.63 | Form of Support Agreement, by and between the Company and the Investor, dated as of October 28, and October 30, 2024. | 8-K | 001-36754 | 10/31/2024 | ||||||
10.64 | Amended Employment Agreement, by and between the Company and Ivy Zhang, dated as of November 8, 2024. | 10-Q | 001-36754 | 11/14/2024 | ||||||
10.65 | Amended Employment Agreement, by and between the Company and Saundra Pelletier, dated as of November 8, 2024. | 10-Q | 001-36754 | 11/14/2024 | ||||||
19.1* | Insider trading policies and procedures | 10-K | 001-36754 | 3/24/2025 | ||||||
19.2* | Incentive compensation recoupment policy | 10-K | 001-36754 | 3/24/2025 | ||||||
21.1* | List of Subsidiaries | 10-K | 001-36754 | 3/24/2025 | ||||||
23.1* | Consent of BPM, LLP | X | ||||||||
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 Document | 10-K | 001-36754 | 3/24/2025 | |||||
101.SCH | † | Inline XBRL Taxonomy Extension Schema Document | 10-K | 001-36754 | 3/24/2025 | |||||
101.CAL | † | Inline XBRL Taxonomy Extension Calculation Linkbase Document | 10-K | 001-36754 | 3/24/2025 | |||||
101.DEF | † | Inline XBRL Definition Linkbase Document | 10-K | 001-36754 | 3/24/2025 | |||||
101.LAB | † | Inline XBRL Taxonomy Extension Labels Linkbase Document | 10-K | 001-36754 | 3/24/2025 | |||||
101.PRE | † | Inline XBRL Taxonomy Extension Presentation Linkbase Document | 10-K | 001-36754 | 3/24/2025 | |||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | 10-K | 001-36754 | 3/24/2025 |
Δ | Management 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. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized.
EVOFEM BIOSCIENCES, INC. | ||
March 28, 2025 | By: | /s/ Saundra Pelletier |
Name: | Saundra Pelletier | |
Title: | President, Chief Executive Officer and Interim Chairperson of the Board |