Aditxt to acquire Evofem for ~$100M in stock and debt assumption; expected close H1 2024

Evofem Biosciences, Inc.

Evofem shareholders to receive 610,000 shares of Aditxt common stock; preferred stock to note, warrant, and preferred holders.
Aditxt assumes ~$18M in senior secured notes; to pay $5M by year-end 2023, $8M by Sep 2024, plus up to $5M more.
Termination fee of $4M if Evofem accepts a superior proposal; both boards unanimously approved the deal.
Evofem posted $13.4M net sales of Phexxi in first 9 months of 2023; non-hormonal birth control market valued at $27.7B in 2022.
Closing conditions include shareholder approvals, SEC registration effectiveness, and Aditxt regaining Nasdaq compliance.

item 1.01 item 1.02 item 5.03 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Evofem Biosciences, Inc.: Filed a Certificate of Designations creating Series F-1 Preferred Stock, specifying rights, preferences, and privileges (effective 2023-12-11).

Change: charter amendment
Effective: 2023-12-11

Exact text from the filing

On December 11, 2023 the Company filed a Certificate of Designations creating a new series of preferred stock designated as "Series F-1 Preferred Stock."

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Evofem Biosciences, Inc. entered into Merger Agreement with Aditxt, Inc. and Adicure, Inc. (effective 2023-12-11).

Action: entry
Agreement: merger
Counterparty: Aditxt, Inc. and Adicure, Inc.
Effective: 2023-12-11

Exact text from the filing

On December 11, 2023, Evofem Biosciences, Inc. (“Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Aditxt, Inc., a Delaware corporation (“Parent”), Adicure, Inc., a Delaware corporation and a wholly-owned Subsidiary of parent (“Merger Sub”), pursuant to which, and on the terms and subject to the conditions thereof, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”).

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Evofem Biosciences, Inc. filing history →

Source: SEC EDGAR

accession 0001493152-23-044597

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