Evofem reinstates merger with Aditxt after termination, secures $1M payment and new terms

Evofem Biosciences, Inc.

On May 2, Evofem, Aditxt and merger sub reinstated the merger agreement after termination on April 26.
Aditxt made a $1M initial payment; must invest up to $2.5M in Series F-1 Preferred via subsequent capital raises by July 1.
Termination date extended from May 8 to July 15, 2024; no-shop provision eliminated.
Evofem granted termination rights if $1M not paid by May 3 or interim milestones missed.
Evofem waived Aditxt's prior non-compliance with initial equity investment obligation.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 1.0

Evofem Biosciences, Inc. amended Merger Agreement with Aditxt, Inc. valued at Reinstated and amended Merger Agreement via Fourth Amendment, including $1,000,000 initial payment, (effective 2024-05-02).

Action: amendment
Agreement: merger
Counterparty: Aditxt, Inc.
Value: Reinstated and amended Merger Agreement via Fourth Amendment, including $1,000,000 initial payment,
Effective: 2024-05-02

Exact text from the filing

On May 2, 2024, the Company, the Merger Sub and Aditxt entered into the Reinstatement and Fourth Amendment to the Merger Agreement (the "Fourth Amendment") in order to waive and amend, among other things, the several provisions listed below.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 1.0

Evofem Biosciences, Inc. terminated Merger Agreement with Aditxt, Inc. valued at Company terminated Merger Agreement effective April 26, 2024 in accordance with Section 8.1(f) of th (effective 2024-04-26).

Action: termination
Agreement: merger
Counterparty: Aditxt, Inc.
Value: Company terminated Merger Agreement effective April 26, 2024 in accordance with Section 8.1(f) of th
Effective: 2024-04-26

Exact text from the filing

On April 26, 2024, the Company delivered a termination notice to Aditxt notifying it that the Company was exercising its right to terminate the Merger Agreement effective April 26, 2024 (the "Termination Notice"), in accordance with Section 8.1(f) of the Merger Agreement, as revised in the third amendment to the Merger Agreement, made on February 29, 2024.

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Evofem Biosciences, Inc. filing history →

Source: SEC EDGAR

accession 0001493152-24-017598

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