DEFA14A: Evofem Anticipates Merger Approval with Aditxt

Evofem Biosciences anticipates stockholder approval of its merger with Aditxt at a special meeting on September 26, 2025.

Summary

• Evofem Biosciences anticipates approval of its merger with Aditxt, Inc.
• A special meeting of stockholders is scheduled for September 26, 2025, to vote on the merger.
• Support agreements are in place with holders of Series E-1 and G-1, representing 53.71% of combined voting power.
• As of August 26, 2025, there were 118,656,354 shares of Evofem's common stock issued and outstanding.
• If approved, Adifem will merge with Evofem, making Evofem a wholly-owned subsidiary of Aditxt.
• The company believes the merger will provide access to greater resources and opportunities.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive, reflecting confidence in the merger's approval and the potential benefits of the transaction. However, the presence of risks and uncertainties tempers the overall sentiment.

Positives

• Support agreements are in place with key investors, increasing the likelihood of merger approval.
• The merger is expected to provide Evofem with access to greater resources and opportunities as a subsidiary of Aditxt.
• Evofem believes the merger will help it to successfully execute its mission and accelerate its growth trajectory.

Negatives

• There is no assurance that the holders of Series E-1 and G-1 will vote as agreed.
• The closing of the merger is subject to conditions, including Aditxt raising sufficient capital.
• The merger is subject to customary closing conditions.

Risks

• The holders of Series E-1 and G-1 may not vote as agreed.
• The conditions to closing may not be performed or satisfied.
• The transactions contemplated by the Merger Agreement may not occur.
• Aditxt may not raise sufficient capital to fund its closing obligations.

Future Outlook

Evofem anticipates that the merger with Aditxt will provide access to greater resources and opportunities, positioning the company to successfully execute its mission and accelerate its growth trajectory.

Management Comments

• CEO Saundra Pelletier: We have support agreements in place with the holders of Series E-1 and G-1 sufficient to approve the Merger. In addition, we also have strong support from other key investors, giving us confidence that the Merger will be approved at our Special Meeting later this month.
• Saundra Pelletier: We believe we will be better positioned to successfully execute this mission and accelerate our growth trajectory with access to potentially greater resources and opportunities as a subsidiary of Aditxt. We therefore ask our stockholders to vote for the Merger at the Special Meeting of Stockholders on September 26th.

Industry Context

The merger reflects a trend of consolidation and strategic partnerships within the women's health sector, as companies seek to expand their product offerings and access greater resources.

Comparison to Industry Standards

• It is difficult to compare this merger to industry standards without knowing the specific financial terms and strategic rationale. However, mergers in the pharmaceutical industry are often valued based on revenue multiples, potential synergies, and the strength of the combined product pipeline.
• Comparable companies that have engaged in similar mergers include Organon & Co. (spun off from Merck) and TherapeuticsMD (acquired by EW Healthcare Partners).
• The success of the merger will depend on the ability of Aditxt to integrate Evofem's operations and leverage its resources to drive growth in the women's health market.

Stakeholder Impact

• Shareholders: Potential for increased value through the merger and access to greater resources.
• Employees: Potential changes in roles and responsibilities as a result of the merger.
• Customers: Continued access to Evofem's products and services.
• Suppliers: Potential changes in supply chain relationships as a result of the merger.
• Creditors: Potential impact on creditworthiness and debt obligations.

Next Steps

• Stockholder vote on the merger at the Special Meeting on September 26, 2025.
• Closing of the merger, subject to satisfaction of closing conditions.
• Integration of Evofem as a wholly-owned subsidiary of Aditxt.
• Execution of Evofem's mission and acceleration of its growth trajectory as a subsidiary of Aditxt.

Key Dates

Recommendation

Given the anticipated approval of the merger and the potential benefits of the transaction, a hold recommendation is appropriate. However, investors should be aware of the risks and uncertainties associated with the merger, including the possibility that the closing conditions may not be satisfied.

Keywords

Merger, Evofem, Aditxt, Stockholder Meeting, Series E-1, Series G-1, Adifem, Voting Power, Womens Health, Pharmaceuticals