true FY 0001618835

 0001618835

 2024-01-01
 2024-12-31

 0001618835

 2024-06-30

 0001618835

 2025-03-27

 EVFM:Integer

 utr:sqft

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM
 10-K/A

 Amendment
No. 1

 (Mark
One)

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2024

 OR

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 FOR
THE TRANSITION PERIOD FROM
TO

 Commission
File Number 001-36754

 EVOFEM
BIOSCIENCES, INC.

 (Exact
name of Registrant as specified in its Charter)

 Delaware

 20-8527075

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 7770
 Regents Rd, Suite 113-618

 San
 Diego, CA

 92122

 (Address of principal
 executive offices)

 (Zip Code)

 Registrant's
telephone number, including area code: (858) 550-1900

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

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Common Stock, par value
 $0.0001 per share

 EVFM

 OTCQB

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No

by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant
was required to submit such files). Yes No

by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definition of "large accelerated filer", "accelerated filer", and "smaller reporting company"
in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The
aggregate market value of the common stock held by non-affiliates of the registrant was approximately $ 0.9 million as of June 30, 2024,
based upon the closing sale price on the OTCQB Venture Market reported for such date. Shares of common stock held by each executive officer
and director and certain holders of more than 10% of the outstanding shares of the registrant's common stock have been excluded
in that such persons may be deemed to be affiliates. Shares of common stock held by other persons, including certain other holders of
more than 10% of the outstanding shares of common stock, have not been excluded in that such persons are not deemed to be affiliates.
This determination of affiliate status is not necessarily a conclusive determination for other purposes.

 The
number of shares of Registrant's Common Stock outstanding as of March 27, 2025 was 113,356,354.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 EXPLANATORY
NOTE

 This
Amendment No. 1 on Form 10-K/A (this Amendment) amends the Annual Report on Form 10-K of Evofem Biosciences, Inc. (the Company) for the
fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission (the SEC) on March 24, 2025 (the Original Filing).
The Consent of Independent Registered Public Accounting Firm filed as Exhibit 23.1 to the Original Filing (the Auditor Consent) inadvertently
contained the incorrect audit opinion and fiscal year-end dates. This Amendment is being filed to provide the Auditor Consent with the
correct audit opinion and fiscal year-end dates.

 In
accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended, this Amendment includes new certifications required by
Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as amended, dated as of the filing date of this Amendment.

 No
other changes were made to the Original Filing.

 3.
Exhibits Required to Be Filed by Item 601 of Regulation S-K.

 A
list of exhibits is set forth on the following page and is incorporated herein by reference.

 EXHIBIT

 Exhibit

 Filed

 Incorporated
 by Reference

 No.

 Exhibit
 Title

 Herewith

 Form

 File
 No.

 Date
 Filed

 2.1

 Definitive agreement by and between the Company and Aditxt, Inc.

 12/12/2023

 2.2

 First Amendment to the Merger Agreement, dated January 8, 2024

 1/11/2024

 2.3

 Second Amendment to the Merger Agreement, dated January 20, 2024

 1/31/2024

 2.4

 Third Amendment to the Merger Agreement, dated February 29, 2024

 3/6/2024

 2.5

 Reinstatement and Fourth Amendment to Merger Agreement dated May 2, 2024

 5/2/2024

 2.6

 Amended and Restated Plan of Merger, by and between the Company, Aditxt, Inc. and Adifem, Inc.

 7/18/2024

 2.7

 First Amendment to the Amended and Restated Agreement and Plan of Merger, by and between the Company, Aditxt, Inc., and Adifem, Inc., dated August 16, 2024

 8/20/2024

 2.8

 Second Amendment to the Amended and Restated Agreement and Plan of Merger, by and between the Company, Aditxt, Inc., and Adifem, Inc., dated September 6, 2024

 9/6/2024

 2.9

 Third Amendment to the Amended and Restated Agreement and Plan of Merger, by and among the Company, Aditxt, Inc. and Adifem, Inc., dated October 2, 2024

 10/3/2024

 2.10

 Fourth Amendment to the Amended and Restated Agreement and Plan of Merger, by and among the Company, Aditxt, Inc. and Adifem, Inc., dated November 19, 2024

 11/25/2024

 2.11

 Fifth Amendment to the Amended and Restated Agreement and Plan of Merger by and among the Company, Aditxt, Inc. and Adifem, Inc., dated March 22, 2025

 3.1

 Amended and Restated Bylaws of the Registrant.

 1/17/2018

 3.2

 Certificate of Designation of the Series A Preferred Stock of the Company.

 3/25/2020

 3.3

 Certificate of Designation of Preferences, Rights and Limitations of Series B-1 Convertible Preferred Stock.

 10/12/2021

 3.4

 Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock

 3/24/2022

 3.5

 Certificate of Amendment to the Amended and Restated Certificate of Incorporation

 5/5/2022

 3.6

 Amended and Restated Certificate of Incorporation

 5/10/2022

 3.7

 Certificate of Designation of Series D Preferred Shares

 3.8

 Certificate of Amendment to the Amended and Restated Certificate of Incorporation

 5/17/2023

 3.9

 Amended and Restated Bylaws of the Registrant.

 7/17/2023

 3.1

 Certificate of Designation of Series E-1 Preferred Stock.

 8/10/2023

 3.11

 Amendment to the amended and Restated Certificate of Incorporation of Evofem Biosciences, Inc

 9/15/2023

 3.12

 Certificate of Designation of Series F-1 Preferred Stock

 12/12/2023

 3.13

 Amended and Restated certificate of Designation of Series F-1 Convertible Preferred Stock

 6/26/2024

 4.1

 Form of Stock Certificate.

 2/26/2018

 4.2

 Form of Pre-Funded Warrant.

 S-1

 333-224958

 5/16/2018

 4.3

 Form of Reload Warrant.

 2/11/2019

 4.4

 4/11/2019

 4.5

 Form of Note.

 4.6

 4.7

 Form of Warrant to Purchase Common Stock.

 5/19/2021

 4.8

 1/13/2022

 4.9

 Form of Senior Subordinated Note.

 1/13/2022

 4.10

 3/1/2022

 4.11

 Form of Senior Subordinated Note.

 3/1/2022

 4.12

 Description of Evofem's securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934.

 3/10/2022

 4.13

 Form of Senior Subordinated Note.

 5/5/2022

 4.14

 5/5/2022

 4.15

 Form of Pre-Funded Warrant

 5/23/2022

 4.16

 Form of Warrant

 5/23/2022

 4.17

 Form of Senior Secured Convertible Note

 4.18

 Form of Warrant

 4.19

 2/23/2023

 4.20

 2/23/2023

 4.21

 2/23/2023

 4.22

 3/14/2023

 4.23

 3/14/2023

 4.24

 3/14/2023

 4.25

 3/24/2023

 4.26

 3/24/2023

 4.27

 3/24/2023

 4.28

 4/10/2023

 4.29

 4/10/2023

 4.30

 4/10/2023

 4.31

 7/10/2023

 4.32

 7/10/2023

 4.33

 7/10/2023

 4.34

 8/10/2023

 4.35

 8/10/2023

 4.36

 8/10/2023

 4.37

 10/3/2023

 4.38

 10/3/2023

 4.39

 10/3/2023

 4.40

 12/7/2023

 9.1

 Form of Support Agreement, by and between the Company and the Investor, dated as of October 28, and October 30, 2024.

 10/31/2024

 10.1

 2014 Employee Stock Purchase Plan.

 S-1/A

 10.2

 Form of Stock Option Agreement under Amended and Restated 2014 Equity Incentive Plan.

 S-1/A

 10.3

 Form of Restricted Stock Units Agreement under the Amended and Restated 2014 Equity Incentive Plan.

 S-1/A

 10.4

 Form of Restricted Stock Agreement under the Amended and Restated 2014 Equity Incentive Plan.

 S-1/A

 10.5

 Form of Notice of Grant of Restricted Stock Units under the Amended and Restated 2014 Equity Incentive Plan.

 S-1/A

 10.6

 Form of Notice of Grant of Restricted Stock under the Amended and Restated 2014 Equity Incentive Plan.

 S-1/A

 10.7

 Form of Notice of Grant of Stock Option under the Amended and Restated 2014 Equity Incentive Plan.

 S-1/A

 10.8

 Form of Indemnification Agreement, by and between the Registrant and each of its directors and executive officers.

 S-1

 10/17/2017

 10.9

 Form of Stock Option Agreement under 2007 Stock Plan.

 S-1

 10/17/2017

 10.10

 10/17/2017

 10.11

 Evofem Biosciences Operations, Inc. Amended and Restated 2012 Equity Incentive Plan.

 S-4

 333-221592

 11/15/2017

 10.12

 Form of Notice of Option Grant and Option Agreement under the Evofem Biosciences Operations, Inc. Amended and Restated 2012 Equity Incentive Plan.

 S-4

 333-221592

 11/15/2017

 10.13

 Form of Notice of Grant of Restricted Stock Award under the Evofem Biosciences Operations, Inc. Amended and Restated 2012 Equity Incentive Plan.

 S-4

 333-221592

 11/15/2017

 10.14

 Amended and Restated License Agreement, by and between Rush University Medical Center and Evofem, Inc. dated as of March 27, 2014.

 S-4

 333-221592

 11/15/2017

 10.15

 Executive Employment Agreement, dated as of July 2, 2018, by and between the Registrant and Saundra Pelletier.

 7/3/2018

 10.16

 Form of Notice of Grant of Stock Option under the 2018 Inducement Equity Incentive Plan.

 8/2/2018

 10.17

 Evofem Biosciences, Inc. 2019 Employee Stock Purchase Plan.

 6/5/2019

 10.18

 Lease, entered into October 3, 2019, by and between the Registrant and Kilroy Realty, L.P.

 11/7/2019

 10.19

 Supply and Manufacturing Agreement, dated November 4, 2019, by and between the Registrant and DPT Laboratories, Ltd.

 3/12/2020

 10.20

 Securities Purchase and Security Agreement, dated as of April 23, 2020, by and among Evofem Biosciences, Inc., its wholly-owned domestic subsidiaries as guarantors, certain affiliates of Baker Bros. Advisors LP, as purchasers, and Baker Bros. Advisors LP, as designated agent.

 10.21

 Intellectual Property Security Agreement, dated as of April 23, 2020, by and among Evofem Biosciences, Inc., Evofem, Inc. and Baker Bros. Advisors LP, as collateral agent.

 10.22

 10.23

 First Amendment to Office Lease, dated as of April 14, 2020, by and between the Registrant and Kilroy Realty, L.P.

 5/6/2020

 10.24

 Securities Purchase Agreement, dated as of October 14, 2020, by and among Evofem Biosciences, Inc., Adjuvant Global Health Technology Fund, L.P. and Adjuvant Global Health Technology Fund DE, L.P., as purchasers.

 10/15/2020

 10.25

 Form of Convertible Promissory Note.

 10/15/2020

 10.26

 Registration Rights Agreement, dated as of October 14, 2020, by and among Evofem Biosciences, Inc., Adjuvant Global Health Technology Fund, L.P. and Adjuvant Global Health Technology Fund DE, L.P., as investors.

 10/15/2020

 10.27

 Letter Agreement, dated as of October 14, 2020, by and among Evofem Biosciences, Inc., Adjuvant Global Health Technology Fund, L.P. and Adjuvant Global Health Technology Fund DE, L.P.

 10/15/2020

 10.28

 Amendment No. 1 to Amended and Restated License Agreement, by and between Rush University Medical Center and Evofem, Inc., dated September 29, 2020

 11/9/2020

 10.29

 Evofem Biosciences, Inc. Amended and Restated 2014 Equity Incentive Plan.

 3/4/2021

 10.30

 Evofem Biosciences, Inc. Incentive Recoupment Policy

 3/4/2021

 10.31

 First Amendment to Securities Purchase and Security Agreement, dated as of November 20, 2021, by and among Evofem Biosciences, Inc., certain affiliates of Baker Bros. Advisors LP, as purchasers, and Baker Bros. Advisors LP, as designated agent.

 11/22/2021

 10.32

 Securities Purchase Agreement, dated as of January 13, 2022, by and amount Evofem Biosciences, Inc. and each investor listed therein.

 1/13/2022

 10.33

 Amended and Restated Non-Employee Director Compensation Policy (to be effective April 1, 2022).

 3/10/2022

 10.34

 Amended and Restated Non-Employee Director Compensation Policy (currently in effect).

 3/10/2022

 10.35

 Second Amendment to Securities Purchase and Security Agreement, dated as of April 23, 2020, by and among Evofem Biosciences, Inc., certain affiliates of Baker Bros. Advisors LP, as purchasers, and Baker Bros. Advisors LP, as designated agent.

 3/21/2022

 10.36

 Form of Exchange Agreement

 3/24/2022

 10.37

 First Amendment to Securities Purchase Agreement, dated as of October 14, 2020, by and among Evofem Biosciences, Inc. Adjuvant Global Health Technology Fund, L.P. and Adjuvant Global Health Technology Fund, DE LP.

 4/7/2022

 10.38

 Form of Amendment and Exchange Agreement

 5/5/2022

 10.39

 Forbearance Agreement, dated as of September 15, 2022, by and among Evofem Biosciences, Inc. and certain institutional investors.

 10.40

 Forbearance Agreement, dated as of September 15, 2022, by and among Evofem Biosciences, Inc., Adjuvant Global Health Technology Fund, LP, and Adjuvant Global Health Technology Fund, DE, LP.

 10.41

 Subordination Agreement, dated as of September 15, 2022, by and among Global Health Technology Fund, LP, Adjuvant Global Health Technology Fund, DE, LP, and certain institutional investors and their designated agent.

 10.42

 Form of Investor Exchange Agreement.

 10.43

 Form of Adjuvant Exchange Agreement.

 10.44

 Form of Right.

 10.45

 Third Amendment to Securities Purchase and Security Agreement, dated as of September 15, 2022, by and among Evofem Biosciences, Inc., certain institutional investor and their designated agent.

 10.46

 Second Amendment to Securities Purchase Agreement, dated as of September 15, 2022, by and among Evofem Biosciences, Inc., Adjuvant Global Health Technology Fund, LP, and Adjuvant Global Health Technology Fund, DE, LP.

 10.47

 Form of Securities Purchase Agreement

 10.48

 Form of Registration Rights Agreement

 10.49

 First Amendment to Forbearance Agreement

 10.50

 ^^

 Fourth Amendment to Securities Purchase and Security Agreement

 9/11/2023

 10.51

 Asset Purchase Agreement, by and between the Company and Lupin Inc.

 7/18/2024

 10.52

 License Agreement, by and between the Company and Pharma 1 Drug Store, L.L.C.

 7/23/2024

 10.53

 Securities Purchase Agreement, by and between the Company and Aditxt, Inc., dated as of July 12, 2024.

 7/23/2024

 10.54

 Registration Rights Agreement, by and between the Company and Aditxt, Inc., dated as of July 12, 2024.

 7/23/2024

 10.55

 Securities Purchase Agreement, by and between the Company and Aditxt, Inc., dated as of August 9, 2024.

 8/14/2024

 10.56

 Registration Rights Agreement, by and between the Company and Aditxt, Inc., dated as of August 9, 2024.

 8/14/2024

 10.57

 Securities Purchase Agreement, by and between the Company and Aditxt, Inc., dated as of September 20, 2024.

 9/25/2024

 10.58

 Registration Rights Agreement, by and between the Company and Aditxt, Inc., dated as of September, 2024.

 9/25/2024

 10.59

 Securities Purchase Agreement, by and between the Company and Aditxt, Inc., dated as of October 2, 2024.

 10/3/2024

 10.60

 Registration Rights Agreement, by and between the Company and Aditxt, Inc., dated as of October 2, 2024.

 10/3/2024

 10.61

 Securities Purchase Agreement, by and between the Company and Aditxt, Inc., dated as of October 28, 2024.

 10/28/2024

 10.62

 Registration Rights Agreement, by and between the Company and Aditxt, Inc., dated as of October 28, 2024.

 10/28/2024

 10.63

 Form of Support Agreement, by and between the Company and the Investor, dated as of October 28, and October 30, 2024.

 10/31/2024

 10.64

 Amended Employment Agreement, by and between the Company and Ivy Zhang, dated as of November 8, 2024.

 11/14/2024

 10.65

 Amended Employment Agreement, by and between the Company and Saundra Pelletier, dated as of November 8, 2024.

 11/14/2024

 19.1*

 Insider trading policies and procedures

 19.2*

 Incentive compensation recoupment policy

 21.1*

 List of Subsidiaries

 23.1*

 Consent of BPM, LLP

 X

 31.1

 *

 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 X

 31.2

 *

 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 X

 32.1

 *

 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 X

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 Management
 Compensation Plan or arrangement.

 Portions
 of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment pursuant to Rule 406
 under the Securities Act of 1933, as amended.

 ^

 The
 schedules and exhibits to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted
 schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.

 ^^

 Certain
 exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally
 a copy of any omitted exhibit or schedule upon request by the SEC.

 *

 Furnished
 herewith. This certification is being furnished solely to accompany this Annual Report pursuant to 18 U.S.C. 1350, and are not being
 filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into
 any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation by reference
 language in such filing.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report
to be signed on its behalf by the undersigned hereunto duly authorized.

 EVOFEM
 BIOSCIENCES, INC.

 March
 28, 2025

 By:

 /s/
 Saundra Pelletier

 Name:

 Saundra
 Pelletier

 Title:

 President,
 Chief Executive Officer and Interim Chairperson of the Board