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2023-04-13
2023-04-13
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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): April 13, 2023
EVOFEM
BIOSCIENCES, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-36754 |
|
20-8527075 |
(State or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
12400
High Bluff Drive, Suite 600
San
Diego, California 92130
(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© 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 |
| Common
Stock, par value $0.0001 per share |
|
EVFM |
|
OTCQB |
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
5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Termination
of Engagement Agreement with Interim Chief Financial Officer
On
April 13, 2023, Evofem Biosciences, Inc., a Delaware corporation (the “Company”) provided notice of termination
for the engagement agreement entered with Traverse, LLC, a Nevada limited liability company (“Traverse”) (the “Interim
CFO Agreement”), of which the termination shall be effective on or before April 30, 2023; provided that, Albert Altro’s
appointment as the Company’s interim Chief Financial Officer terminated, effective immediately. The Interim CFO Agreement and appointment
of Albert Altro was previously disclosed by the Company in the Current Report on Form 8-K, filed with the Securities and Exchange Commission
(the “Commission”) on March 9, 2023.
In
accordance with the termination of the Interim CFO Agreement, all undisputed invoices issued by Traverse for services rendered (collectively
the “Invoices”) will be paid, and the Company will reimburse Traverse for all reasonable out-of-pocket expenses, if any,
incurred in accordance with the Interim CFO Agreement. Upon final payment by the Company for the Invoices, Traverse will return to the
Company the $40,000.00 retainer that was paid by the Company upon entering into the Interim CFO Agreement.
Neither the termination of the Interim CFO
Agreement nor the termination of Albert Altro’s appointment as the interim Chief Financial Officer were based on any disagreement
with the Company on any matter relating to its operations, policies or practices. Instead, the foregoing terminations were a result
of the Company’s appointment of Ivy Zhang as the Company’s Chief Financial Officer and Secretary, as discussed below.
Resignation
of Secretary
On April
13, 2023, the board of directors (the “Board”) accepted the resignation tendered by Saundra Pelletier in her role as the
Company’s Secretary, effective April 13, 2023. As a result, the Company’s Board approved the appointment of
Ivy Zhang to serve in the role as the Secretary and Chief Financial Officer of the Company, effective April 13, 2023, as
further discussed below. Saundra Pelletier will continue to serve as the Company’s Chief Executive Officer.
Appointment
of Ivy Zhang
On
April 13, 2023, Ivy Zhang was appointed as the Chief Financial Officer and Secretary of the Company, effective immediately. Ms.
Zhang, 45 years of age, is a seasoned finance executive with more than fourteen (14) years of finance and accounting experience
assisting both public and private companies spanning
diverse industries, including pharmaceuticals and medical devices. Prior to joining the Company, from October 2008 until July 2015, Ms.
Zhang worked at Ernst & Young LLP as an assurance professional assisting with the review and audit of Quarterly Reports on Form 10-Q,
Annual Reports on Form 10-K, Registration Statements on Form S-1, S-3, and S-8, and Current Reports on Form 8-K; developing and assisting
initial public offering engagements; assisting clients with the application of complex accounting principles; and evaluating SOX 404
compliance, among other responsibilities.
Thereafter,
Ms. Zhang worked at SeaSpine Holdings Corporation, a public medical and therapeutic technology and device company (“SeaSpine”),
as a Senior Manager of External Reporting, Technical Accounting and Tax from July 2015 until March 2018. While at SeaSpine, Ms. Zhang
was responsible for preparing Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, and related financial statements and disclosures;
overseeing and conducting all technical accounting research and the accounting of stock compensation and debt and equity instruments; directly supervising personnel and closely working with and acting
as a liaison with extern auditors of SeaSpine, among other activities.
In
March 2018, Ms. Zhang joined the Company where she served as the Company’s Director of SEC Reporting and SOX Compliance until April
2020. While in this position, Ms. Zhang was responsible for maintaining the Company’s compliance with SEC reporting, and internal
control documentation and implementing numerous process improvements across the Company’s organization. From April 2020 until November
2022, Ms. Zhang severed as the Company’s Controller and was responsible for managing financial risk, guiding financial decision-making,
leading the SEC/SOX compliance and accounting and audit functions.
Most
recently, from November 2022 until April 2023 Ms. Zhang served as the Vice President Controller of HUYABIO International 8, Inc., a private
pharmaceutical company, where she was responsible for leading a team preparing month-end close accounting procedures, including clinical
accruals for numerous clinical trials; technical accounting research for complex accounting matters and transactions; and serving as
the stock administrator. Ms. Zhang holds a Master of Accounting from Virginia Tech and a Master of Arts in Economics from the University
of Victoria, Canada. Ms. Zhang has also obtained her license as a Certified Public Accountant.
Ms.
Zhang’s employment in the role as the Company’s Chief Financial Officer and Secretary is “at-will”, meaning that
either she or the Company are entitled to terminate Ms. Zhang’s employment at any time and for any reason, with or without cause.
As consideration for her employment, Ms. Zhang is entitled to receive an annualized base salary of $410,000.00 (subject to review and
adjustment in accordance with the Company’s normal performance review practices), will also be eligible to receive, at the sole
discretion of the Company’s Board, an annual end-of-year incentive bonus in an amount up to 40% of her base salary, and eligible
to receive other employment benefits on the same terms as other employees of the Company.
There
is no arrangement or understanding between Ms. Zhang and any other person pursuant to which Ms. Zhang was appointed as the Chief Financial
Officer and Secretary. There are no family relationships between Ms. Zhang and any of the Company’s directors, executive officers
or persons nominated or chosen by the Company to become a director or executive officer. Ms. Zhang has not engaged in any related-person
transactions required to be disclosed by Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
| Item
7.01 |
Regulation
FD Disclosure |
On
April 14, 2023, the Company issued a press announcing the appointment of Ms. Zhang as the Company’s
Chief Financial Officer and Secretary. A copy of that press release is furnished as Exhibit 99.1 hereto and incorporated herein
by reference.
The
information set forth under Item 7.01 of this Current Report on Form 8-K (“Current Report”), including Exhibit 99.1 attached
hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of
this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933,
as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth
by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information
in this Current Report that is required to be disclosed solely by Regulation FD.
Forward-Looking
Statements
This
Current Report, including Exhibit 99.1 attached hereto, contains certain forward-looking statements that involve substantial risks and
uncertainties. When used herein, the terms “anticipates,” “expects,” “estimates,” “believes,”
“will” and similar expressions, as they relate to us or our management, are intended to identify such forward-looking statements.
Forward-looking
statements in this Current Report, including Exhibit 99.1 attached hereto, or hereafter, including in other publicly available documents
filed with the Commission, reports to the stockholders of the Company and other publicly available statements issued or released by us
involve known and unknown risks, uncertainties and other factors which could cause our actual results, performance (financial or operating)
or achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied by such
forward-looking statements. Such future results are based upon management’s best estimates based upon current conditions and the
most recent results of operations. These risks include, but are not limited to, the risks set forth herein and in such other documents
filed with the Securities and Exchange Commission, each of which could adversely affect our business and the accuracy of the forward-looking
statements contained herein. Our actual results, performance or achievements may differ materially from those expressed or implied by
such forward-looking statements.
| Item
9.01 |
Financial
Statements and Exhibits. |
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:
April 14, 2023 |
By: |
/s/
Saundra Pelletier |
| |
|
Saundra
Pelletier |
| |
|
Chief
Executive Officer |
