Evofem amends merger with Aditxt; extends proxy deadline, equity investment replaces loan

Aditxt entered into an assignment agreement, dated December 11, 2023 (the “December Assignment Agreement”) pursuant to which Aditxt and certain holders of Company senior indebtedness notes (the “Holders”) assigned their respective notes to Aditxt in consideration for the issuance, by Aditxt, of (i) an aggregate principal amount of $5.0 million in secured notes of the Company due on January 2, 2024 (the “January 2024 Secured Notes”), (ii) an aggregate principal amount of $8.0 million in secured notes of the Company due on September 30, 2024 (the “September 2024 Secured Notes”), (iii) an aggregate principal amount of $5.0 million in ten-year unsecured notes (the “Unsecured Notes”), and (iv) payment of $154,480 in respect of net sales of Phexxi in respect of the calendar quarter ended September 30, 2023 (the payment, together with the September 2024 Notes, the December 2023 Notes and the Unsecured Notes, as may have been amended from time to time, the “Notes”).

on December 11, 2023 the Company, Aditxt, Inc., a Delaware Corporation (“Aditxt”) and Adicure, Inc., a Delaware corporation and wholly-owned subsidiary of the Parent (the “Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), whereby the Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the “Merger”).