Evofem Biosciences Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
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Item 5.03. Amendment to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
Evofem Biosciences, Inc. (the “Company”) held its Annual Meeting of Stockholders on November 26, 2025 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved a resolution as previously approved by the Company’s Board of Directors (“Board”) to amend the Company’s existing Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to effect a one-time reverse stock split of the Company’s Common Stock, to effectuate a reverse stock split of the outstanding shares of the Company’s Common Stock by a ratio of not less than 1-for-500 and not more than 1-for-1,500 at any time before November 26, 2026. Detailed descriptions of the amendments to the Certificate are contained in the definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on October 29, 2025. The Company’s total authorized Common Stock remains unchanged.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company’s Annual Meeting was held on November 26, 2025 at 9:00 a.m. Pacific Daylight Time at the Company’s headquarters at 12636 High Bluff Drive, Suite 400, San Diego, California, 92130 pursuant to a definitive notice and proxy statement filed with the Securities and Exchange Commission on October 29, 2025 (the “Definitive Proxy”). Of the Company’s 268,232,641 eligible votes as of October 24, 2025 (the “Record Date”), 213,227,083 votes (approximately 79.5% of the total eligible votes) were represented by proxy or in person, which constituted a quorum for the purposes of the Annual Meeting. Approximately 56.6% of holders of the Company’s Common Stock issued and outstanding as of the Record Date were present in person or represented by proxy. All holders of the Company’s series E-1 convertible preferred stock (“Series E-1”) and Series G-1 convertible preferred stock (“Series G-1”) issued and outstanding, and eligible to vote on an as-converted basis, as of the Record Date were present in person or represented by proxy.
Each of the matters set forth below is described in detail in the Company’s Definitive Proxy.
The following is a summary of the proposals voted on at the Annual Meeting, including the number of votes cast for, against, and the number of votes withheld and broker non-votes, with respect to each proposal.
Proposal 1
Election of the following nominees as Class I or Class II directors of the Company, to serve three-year terms until the 2028 Annual Meeting of Stockholders and until their successor is duly elected and qualified.
| Votes For | Votes Against |
Votes With held |
Broker Non-Vote | ||||||
| Kim Kamdar, Ph.D. (Class I Director) | 167,426,206 | - | 1,831,252 | 43,969,625 | |||||
| Colin Rutherford (Class I Director) | 167,375,794 | - | 1,881,664 | 43,969,625 | |||||
| Lisa Rarick (Class I Director) | 167,416,947 | - | 1,840,511 | 43,969,625 | |||||
| Tony O’Brien (Class II Director) | 167,357,011 | - | 1,900,447 | 43,969,625 |
Each of the four nominees were elected to the Board by the Company’s stockholders, each to hold office until the 2028 Annual Meeting of Stockholders and until his or her successor has been duly elected or until his or her resignation or removal.
Proposal 2
Approval, on a non-binding advisory basis, of the compensation of our named executive officers (“Say-on-Pay”).
| Votes For | Votes Against | Abstentions | Broker Non-Vote | |||||||||||||
| 155,458,669 | 13,342,767 | 456,023 | 43,969,624 | |||||||||||||
This proposal was approved by the Company’s stockholders voting together as a class.
Proposal 3
Approval of the Evofem Biosciences, Inc. 2025 Equity Incentive Plan.
| Votes For | Votes Against | Abstentions | Broker Non-Vote | |||||||||||||
| 161,228,017 | 7,369,458 | 659,984 | 43,969,624 | |||||||||||||
This Evofem Biosciences, Inc. 2025 Equity Incentive Plan was approved by the Company’s stockholders voting together as a class.
Proposal 4
Approval of an amendment to the Company’s Certificate of Incorporation to authorize a reverse stock split of the outstanding Common Stock by a ratio of not less than 1-for-500 and no more than 1-for-1,500, with the exact range to be set a whole number within such range by the Board, in its sole discretion, at any time prior to November 26, 2026.
| Votes For | Votes Against |
Abstentions | Broker Non-Vote | ||||||
| Common, Series E-1 and Series G-1 Combined | 171,747,197 | 41,462,277 | 17,606 | 3 | |||||
| Series E-1 | 37,967,769 | - | - | - | |||||
| Series G-1 | 103,578,947 | - | - | - |
Approval of this proposal required (i) the affirmative vote of a majority of the combined voting power of the outstanding shares of Common Stock, Series E-1, and Series G-1, voting together as a single class, and (ii) the affirmative vote of a majority of the outstanding shares of each of Series E-1 and Series G-1 Preferred Stock, voting separately as classes.
Proposal 4 was approved by a majority of the combined voting power of the Common Stock, Series E-1, and Series G-1 voting together as a single class and by a majority of each of Series E-1 and Series G-1 voting separately as classes.
Proposal 5
Ratification of the appointment of BPM LLP as the Company’s Independent Registered Public Accounting firm for the year ending December 31, 2025.
| Votes For | Votes Against | Abstentions | Broker Non-Vote | |||||||||||||
| 210,500,099 | 2,289,164 | 437,817 | 3 | |||||||||||||
The appointment was ratified by the Company’s stockholders voting together as a class.
Proposal 6
Because a quorum was present and sufficient votes were received to approve all other proposals, no vote on Proposal 6 was required or taken.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data 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. | ||
| Dated: November 26, 2025 | By: | /s/ Saundra Pelletier |
| Saundra Pelletier | ||
| Chief Executive Officer | ||