0001193125-19-219124.txt : 20190812 0001193125-19-219124.hdr.sgml : 20190812 20190812171857 ACCESSION NUMBER: 0001193125-19-219124 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190812 DATE AS OF CHANGE: 20190812 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Evofem Biosciences, Inc. CENTRAL INDEX KEY: 0001618835 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 208527075 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88576 FILM NUMBER: 191017476 BUSINESS ADDRESS: STREET 1: 12400 HIGH BLUFF DRIVE STREET 2: SUITE 600 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: (858) 550-1900 MAIL ADDRESS: STREET 1: 12400 HIGH BLUFF DRIVE STREET 2: SUITE 600 CITY: SAN DIEGO STATE: CA ZIP: 92130 FORMER COMPANY: FORMER CONFORMED NAME: Neothetics, Inc. DATE OF NAME CHANGE: 20140905 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PDL BIOPHARMA, INC. CENTRAL INDEX KEY: 0000882104 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 943023969 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 932 SOUTHWOOD BLVD CITY: INCLINE VILLAGE STATE: NV ZIP: 89451 BUSINESS PHONE: 775-832-8500 MAIL ADDRESS: STREET 1: 932 SOUTHWOOD BLVD CITY: INCLINE VILLAGE STATE: NV ZIP: 89451 FORMER COMPANY: FORMER CONFORMED NAME: PROTEIN DESIGN LABS INC/DE DATE OF NAME CHANGE: 19930328 SC 13D/A 1 d792282dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

Evofem Biosciences, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

30048L104

(CUSIP Number)

Christopher Stone

PDL BioPharma, Inc.

932 Southwood Boulevard

Incline Village, NV 89451

(775) 832-8500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 12, 2019

(Date of Event which Requires Filing of this Statement)

  

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 30048L104   13D  

 

 

  1.   

Name of Reporting Person:

 

PDL BioPharma, Inc.

  2.  

Check the Appropriate Box if a Member of Group (See Instructions):

(a)  ☐        (b)  ☐

 

  3.  

SEC Use Only:

 

  4.  

Source of Funds:

 

WC

  5.  

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e):

 

☐

  6.  

Citizenship or Place of Organization:

 

Delaware

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

 

      7.    

Sole Voting Power:

 

15,000,001

     8.   

Shared Voting Power:

 

0

     9.   

Sole Dispositive Power:

 

15,000,001

   10.   

Shared Dispositive Power:

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

15,000,001

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares:

 

☐

13.  

Percent of Class Represented By Amount In Row (11):

 

31.1%

14.  

Type of Reporting Person:

 

CO

 

2

CUSIP No. 30048L104   13D  

 

This Amendment No. 2 (“Amendment No. 2”) is filed by PDL BioPharma, Inc. (the “Reporting Person”) to amend and supplement the Schedule 13D originally filed on April 18, 2019 (as amended to date, the “Schedule 13D”), relating to the shares of common stock, par value $0.0001 per share (the “Common Stock”), of Evofem BioSciences, Inc., a Delaware corporation (the “Issuer”).

 

Item 5.

Interest in Securities of the Issuer

Item 5(a)-(c) of the Schedule 13D is amended and restated in its entirety as follows:

(a) The Reporting Person is the record holder of, and has the sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of 15,000,001 shares of Common Stock (including 1,666,667 shares of Common Stock subject to warrants that will become exercisable on October 11, 2019 (the “April Warrants”)), which represents 31.1% of the Issuer’s Common Stock outstanding, based on 46,601,058 shares of Common Stock outstanding as of July 31, 2019 and assuming the exercise of the April Warrants.

(b) The Reporting Person is a publicly traded company with common stock listed on the Nasdaq stock market. The Reporting Person is the direct beneficial owner of 15,000,001 shares of Common Stock, which includes 1,666,667 shares of Common Stocks subject to the April Warrants, with respect to which it has sole voting and dispositive power.

(c) Neither the Reporting Person nor any Related Person has effected any transactions in the Issuer’s Common Stock since the filing of the Amendment No. 1.

 

3

CUSIP No. 30048L104   13D  

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: August 12, 2019     PDL BioPharma, Inc.
   

/s/ Peter S. Garcia

    By:   Peter S. Garcia
    Its:   Chief Financial Officer