aibioEvofem signs sixth amendment to Aditxt merger agreement
Tickers EVFM
Evofem's sixth amendment to its Aditxt merger agreement adds a new Series G-1 preferred stock to the deal and caps dissenting shares. Common holders share a total of $1,800,000, and the proxy says no fairness opinion was sought.
Key facts
- Company
- Evofem Biosciences, Inc. (OTC: EVFM)
- News type
- Mergers
- Primary source
- Evofem Biosciences, Inc. 8-K (2025-08-26)
Evofem Biosciences, Inc. (EVFM) signed a sixth amendment to its amended and restated merger agreement with Aditxt, Inc. on August 26, 2025, according to a Form 8-K filed the same day. Under the merger, Aditxt's wholly owned subsidiary Adifem, Inc. would merge into Evofem, which would survive as a wholly owned subsidiary of Aditxt. The agreement is dated July 12, 2024 and had been amended several times, most recently on March 22, 2025.
What the amendment changes
The sixth amendment adds Evofem's Series G-1 Convertible Preferred Stock to the unconverted preferred stock covered by the deal. It also extends the required stockholder approval to each series of that preferred. The amendment caps dissenting shares at no more than 5,932,818 common shares or 202 preferred shares.
It requires a waiver from each holder of Series E-1 preferred stock, covering price adjustment provisions that could be triggered under the deal. It replaces the certificate of designation for the exchanged Aditxt preferred stock. The 8-K says Evofem will help obtain exchange agreements for not more than 89,021 shares of Aditxt preferred stock from its shareholders.
The Series G-1 exchange
On August 22, 2025, Evofem entered exchange agreements with certain investors. They swapped senior secured convertible notes with an aggregate original principal amount of $1,573,000 for 1,573 shares of Series G-1 preferred stock. The certificate of designations authorizes up to 5,000 Series G-1 shares. Each has a stated value of $1,000 and converts into common stock at $0.0154 per share, subject to adjustment.
The Series G-1 shares vote with common stock as a single class, with each share voting as the number of common shares it can convert into. The 8-K also describes triggering events, including a suspension of trading or a failure to be listed on an eligible market for five consecutive days or more. After a triggering event, a holder can convert at an alternate price set at 80% of several trading-price measures, with a 25% redemption premium applied. The shares carry monthly dividends, paid in common stock or in kind at the company's discretion.
What common holders receive
The proxy says common stockholders will share, pro rata, an aggregate amount of $1,800,000. That amount is reduced by an adjustment for dissenting shares. The preliminary proxy bases its figures on 118,656,354 common shares outstanding as of August 22, 2025, and leaves the record date blank. It calls the cash price an approximate 65% premium to the August 22 closing price of $0.0092 per share. The proxy warns that the cash price per share "could be less than the current estimate of $0.015 per share," and that conversions, warrant exercises and other issuances could change it.
Because the consideration for common stock is cash only, the proxy says common holders will have no interest in the company after the merger, unless they buy shares independently. The company did not seek a fairness opinion from an independent investment banking firm on the common consideration.
Votes and the special meeting
The proxy says that as of August 22, 2025, the Series E-1 holders together had 13.87% of combined voting power, and the Series G-1 holders had 39.84%, after applying beneficial ownership limits.
The preliminary proxy says the special meeting will start at 9:00 a.m. Pacific Time on a date it leaves blank, at the San Diego offices of Procopio, Cory, Hargreaves & Savitch LLP, which it names as the company's outside counsel. It also leaves blank the date on which proxy materials will be made available. The board "strongly recommends" a vote for each proposal. The merger agreement allows the board to change that recommendation in some circumstances, after consulting its outside legal and financial advisors. The proxy does not name those advisers.
The business
Evofem describes itself in its 10-K, filed March 24, 2025, as a San Diego-based commercial-stage biopharmaceutical company focused on sexual and reproductive health. Its first product, PHEXXI, was approved by the FDA on May 22, 2020, as a hormone-free contraceptive vaginal gel. The company re-launched SOLOSEC in the United States in November 2024, after acquiring global rights to the product in July 2024.