SAN
DIEGO, Nov. 6, 2024 /PRNewswire/ -- Evofem
Biosciences, Inc. (OTCQB: EVFM) ("Evofem" or the
"Company") today announced it has secured voting agreements
with certain of its Series E-1 stockholders and convertible
noteholders to ensure they will vote in favor of the proposed
merger with Aditxt, Inc. (NASDAQ: ADTX) ("Aditxt") subsidiary
Adifem, Inc., under the Amended and Restated Merger Agreement, as
amended (the "A&R Merger Agreement), at Evofem's upcoming
Special Meeting of Stockholders (the "Meeting").
Under the voting agreements, certain holders of Evofem's Series
E-1 Convertible Preferred Stock have agreed to vote the voting
power of their shares, and certain holders of Evofem's Convertible
Notes have agreed to vote any EVFM common stock they hold as of the
record date for the Special Meeting, in favor of the merger
proposal.
The voting agreements follow Aditxt's $2.28 million investment in Evofem last week
through the purchase of Evofem Series F-1 convertible preferred
stock (the "Preferred Investment"). This was the final investment
stipulated under the A&R Merger Agreement. Aditxt has completed
$5.0 million in Preferred Investments
since May 2024, meeting its
commitments under the A&R Merger Agreement.
"The Capital we received from Aditxt since May enabled us
to acquire SOLOSEC®, the single dose oral antibiotic FDA-approved
to treat bacterial vaginosis and trichomoniasis, and to fuel our
initiatives to drive uptake of Phexxi® among GLP-1 users whose
concomitant use of oral contraceptives puts them at risk for
unplanned pregnancy," said Saundra
Pelletier, CEO of Evofem. "We look forward to further
support from Aditxt and its ecosystem as we work to catalyze our
growth trajectory and execute our mission to improve women's lives
through diversified and differentiated diagnostic, preventive, and
therapeutic offerings."
"With the support of our stockholders, including the investors
who have committed to vote "for" the Merger Agreement under these
voting agreements, we hope to gain approval of the Merger at our
Special Meeting of Stockholders and to close shortly thereafter,
assuming closing conditions are met," Ms. Pelletier added.
Closing conditions to the merger include, among others, the
affirmative vote of a majority of the combined voting power of the
outstanding shares of Evofem common stock and Series E-1, voting
together as a single class as of the Record Date, at a meeting at
which a quorum is present and Aditxt raising sufficient capital to
fund its obligations at closing, which will require cash payments
of approximately $17 million. This
includes the approximately $15.2
million required to satisfy Evofem's senior secured
noteholder; should Aditxt fail to secure these funds, Evofem's
senior secured noteholder is expected to block the closing of this
merger. No assurance can be provided that all conditions to closing
will be obtained or satisfied or that the transaction will
ultimately close.
Evofem plans to file an amended preliminary proxy related to the
merger in the near future.
About Evofem Biosciences, Inc.
Evofem
Biosciences is commercializing innovative products to address
unmet needs in women's sexual and reproductive health. The
Company's first FDA-approved product,
Phexxi® (lactic acid, citric acid and potassium
bitartrate), is a hormone-free, on-demand prescription
contraceptive vaginal gel. It comes in a box of 12 pre-filled
applicators and is applied 0-60 minutes before each act of sex.
In July 2024 Evofem broadened its
commercial offering with the acquisition of SOLOSEC® (secnidazole)
2g oral granules, an FDA-approved oral antibiotic for the
treatment of two sexual health diseases: bacterial vaginosis (BV),
a common vaginal infection, in females 12 years of age and older,
and trichomoniasis, a common sexually transmitted infection (STI),
in people 12 years of age and older. SOLOSEC provides a complete
course of therapy in just one dose.
Follow us on:
LinkedIn:
https://www.linkedin.com/company/evofem
Facebook: http://www.facebook.com/Evofem
X (f/k/a Twitter): https://x.com/Evofem
Phexxi® and SOLOSEC® are
registered trademarks of Evofem Biosciences, Inc.
Forward-Looking Statements
This press release includes
"forward-looking statements" within the meaning of the safe harbor
for forward-looking statements provided by Section 21E of the
Securities Exchange Act of 1934, as amended, and the Private
Securities Litigation Reform Act of 1995 including, without
limitation, statements related to: the timing of the Special
Meeting of Stockholders and outcome thereof; the timely conversion
of notes into 4.99% of Evofem's issued and outstanding common
shares by each noteholder with whom Evofem entered into the voting
agreements; the ability of Aditxt to timely raise sufficient
capital to close the Merger, if at all; the satisfaction of all of
the conditions to closing; the lack of a third-party valuation in
determining whether or not to pursue the transactions contemplated
by the A&R Merger Agreement; and, the timing to close the
transactions, if at all. You are cautioned not to place undue
reliance on these forward-looking statements, which are current
only as of the date of this press release. Each of these
forward-looking statements involves risks and uncertainties.
Important factors that could cause actual results to differ
materially from those discussed or implied in the forward-looking
statements are disclosed in Evofem's SEC filings, including its
Annual Report on Form 10-K for the year ended December 31,
2023 filed with the SEC on March 27, 2024, Quarterly
Report on Form 10-Q for the three months ended June 30,
2024 filed with the SEC on August 15, 2024, and any
subsequent filings. All forward-looking statements are expressly
qualified in their entirety by such factors. The Company does not
undertake any duty to update any forward-looking statement except
as required by law.
Contact
Amy Raskopf
Evofem Biosciences, Inc.
araskopf@evofem.com
(917) 673-5775
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SOURCE Evofem Biosciences, Inc.