UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(
CURRENT REPORT
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Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) is being filed by Evofem Biosciences, Inc., a Delaware corporation (the “Company”), to amend that Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “Commission”) on December 27, 2023 (the “Original Report”), in which the Company reported, among other things, that it entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Aditxt, Inc., a Delaware corporation (“Parent”), Adicure, Inc., a Delaware corporation and a wholly-owned Subsidiary of parent (“Merger Sub”), pursuant to which, and on the terms and subject to the conditions thereof, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”).
This Amendment is being filed solely for the purpose of amending exhibit 3.1 provided under Item 9.01(a) in the Original Report to correctly link the Certificate of Designation of the Series F-1 Preferred Stock. No other amendments or modifications to the Original Report are being made by this Amendment. This Amendment should be read in connection with the Original Report, which provides a more complete description of the Merger Agreement and Merger contemplated thereby.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
See the accompanying Index to Exhibits, which information is hereby incorporated herein by reference.
INDEX TO EXHIBITS
| Exhibit No. | Description | |
| 3.1 | Certificate of Designation of the Series F-1 Preferred Stock (incorporated by reference to Exhibit 3.1 on the Company’s Current Report on Form 8-K (File No. 001-36754) filed on December 12, 2023). | |
| 104 | Cover Page Interactive Date 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. | ||
| Date: January 25, 2024 | By: | /s/ Saundra Pelletier |
| Saundra Pelletier | ||
| Chief Executive Officer | ||