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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): October 13, 2025

 

EVOFEM BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-36754   20-8527075
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File Number)   Identification No.)

 

7770 Regents Road, Suite 113-618

San Diego, California 92122

(Address of principal executive offices)

 

(858) 550-1900

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of exchange on which registered
None        

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

 

Amendment to Securities Purchase Agreement

 

On October 13, 2025 (the “Effective Date”), Evofem Biosciences, Inc. (the “Company”), Adjuvant Global Health Technology Fund, L.P., and Adjuvant Global Health Technology Fund DE, L.P. (together, “Adjuvant”) entered into a third amendment (the “Third Amendment”) to the Securities Purchase Agreement dated as of October 14, 2020, as amended, pursuant to which Adjuvant purchased from the Company certain convertible promissory notes (the “Notes”).

 

The Third Amendment amends certain provisions within the Securities Purchase Agreement including updating the date that the Notes will be payable in full to the earlier of (a) six months after the Effective Date, (b) at the election of Adjuvant, the date of a consummation of a Change of Control (as defined in the Securities Purchase Agreement), and (c) the date of any acceleration of the Notes in accordance with Section 8 (the “Maturity Date”, as per the Securities Purchase Agreement). The Notes may not be prepaid prior to the date that is six months after the Effective Date without prior written consent of Adjuvant.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
10.1   Third Amendment to Securities Purchase Agreement dated as of October 13, 2025
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  EVOFEM BIOSCIENCES, INC.
   
Dated: October 17, 2025 By: /s/ Saundra Pelletier
    Saundra Pelletier
    Chief Executive Officer