The proposed reverse stock split may decrease the liquidity of our stock.

The liquidity of our capital stock may be harmed by the proposed Reverse Stock Split given the reduced number of shares that would be outstanding after the Reverse Stock Split, particularly if the stock price does not increase as a result of the Reverse Stock Split.

The increased proportion of unissued authorized shares to issued shares may have anti-takeover effects under certain circumstances, although the Board of Directors is not implementing the Reverse Stock Split for such purpose.

The increased proportion of unissued authorized shares to issued shares may have an anti-takeover effect under certain circumstances, since the proportion allows for dilutive issuances which could prevent certain stockholders from changing the composition of the Board of Directors or render tender offers for a combination with another entity more difficult to successfully complete. The Board of Directors is not implementing the Reverse Stock Split to have any anti-takeover effects.

Principal Effects of the Reverse Stock Split ~~and Reduction in Authorized Shares~~

If the ~~stockholders~~requisite holders approve the proposal to authorize the Board to implement the ~~reverse stock split~~Reverse Stock Split and the Board implements the ~~reverse stock split,~~Reverse Stock Split, we will amend our Certificate of Incorporation by striking out the ~~first~~second paragraph of the section titled “Capital Stock” of Article IV in ~~their~~its entirety and by substituting in lieu thereof the following ~~three paragraphs:~~

The total number of shares of all classes of stock which the Corporation shall have authority to issue is [_____] shares, consisting of (a) [_____] shares of Common Stock, $0.0001 par value per share (the Common Stock) and (b) 500,000,000 shares of Preferred Stock, $0.0001 par value per share (the Preferred Stock).paragraph:

Upon effectiveness of this Certificate of Amendment (the Effective Time), the shares of Common Stock issued and outstanding immediately prior to the Effective Time and the shares of Common Stock issued and held in the treasury of the Corporation immediately prior to the Effective Time are reclassified into a smaller number of shares such that ~~each [_]~~between and including 20 and 125 shares of issued Common Stock immediately prior to the Effective Time is reclassified into one (1) share of Common Stock. Notwithstanding the immediately preceding sentence, no fractional shares shall be issued as a result of the reverse stock split. Instead, any stockholder who would otherwise be entitled to a fractional share of our Common Stock as a result of the reclassification shall be entitled to receive a cash payment equal to the product of such resulting fractional interest in one share of our Common Stock multiplied by the closing trading price of our Common Stock on the trading day immediately preceding the effective date of the reverse stock split. Notwithstanding the foregoing, the Corporation shall not be obliged to issue certificates evidencing the shares of Common Stock outstanding as a result of the reverse stock split or cash in lieu of fractional shares, if any, unless and until the certificates evidencing the shares held by a holder prior to the reverse stock split are either delivered to the Corporation or its transfer agent, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates.

~~Each stock certificate that, immediately prior to the Effective Time, represented shares of Common~~The Reverse Stock that were issued and outstanding immediately prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been reclassified (as well as the right to receive a cash payment in lieu of a fractional share of Common Stock), provided, however, that each person of record holding a certificate that represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall receive, upon surrender of such certificate, a new certificate evidencing and representing the number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been reclassified (including the right to receive a cash payment in lieu of a fractional share of Common Stock).”

~~The reverse stock split~~Split will be effected simultaneously for all issued and outstanding shares of common stock, and the exchange ratio will be the same for all issued and outstanding shares of common stock. The ~~reverse stock split~~Reverse Stock Split will affect all of our stockholders uniformly and will not affect any stockholder’s percentage ownership interests in the Company, except to the extent that cash payments are made in lieu of fractional shares. Common stock issued pursuant to the ~~reverse stock split~~Reverse Stock Split will remain fully paid and nonassessable. The ~~reverse stock split~~Reverse Stock Split will not affect the Company continuing to be subject to the periodic reporting requirements of the Exchange Act. Following the ~~reverse stock split,~~Reverse Stock Split, our common stock will continue to be listed on ~~The Nasdaq Capital~~the OTCQB Venture Market, under the symbol “EVFM,” although it would receive a new CUSIP number. The Reverse Stock Split does not change the number of authorized shares of our Preferred Stock.

By approving this Amendment, stockholders will approve the combination of any whole number of shares of common stock between and including ~~[___ (x)~~20 and ~~____ (x)]~~125 into one (1) share. The Amendment to be filed with the Secretary of State of the State of Delaware will include only that number determined by the Board to be in the best interests of the Company and its stockholders. The Board will not implement any amendment providing for a different split ratio.


14			Evofem Biosciences, Inc. \| 2023 Proxy Statement

PROPOSAL 1: Reverse Stock Split

Procedure for Effecting Reverse Stock Split and Exchange of Stock Certificates

If the Amendment is approved by our stockholders, and if at such time the Board still believes that a ~~reverse stock split~~Reverse Stock Split is in the best interests of the Company and its stockholders, the Board will determine the ratio of the ~~reverse stock split~~Reverse Stock Split to be implemented within the range of ratios approved by the stockholders. We will file the Amendment with the Secretary of State of the State of Delaware at such time as the Board has determined the appropriate effective time for the ~~reverse stock split.~~Reverse Stock Split. The Board may delay effecting the ~~reverse stock split,~~Reverse Stock Split, if at all, until a ~~time~~date that is not later than ~~six months from the date of the Annual Meeting,~~March 15, 2024, without re-soliciting stockholder approval. The ~~reverse stock split~~Reverse Stock Split will become effective on the date of filing of the Amendment with the Secretary of State of the State of Delaware. Beginning on the effective date of the split, each certificate representing pre-split shares will be deemed for all corporate purposes to evidence ownership of post-split shares.

Book-Entry Shares

If the ~~reverse stock split~~Reverse Stock Split is effected, stockholders who hold uncertificated shares (i.e., shares held in book-entry form and not represented by a physical stock certificate), either as direct or beneficial owners, will have their holdings electronically adjusted automatically by our transfer agent (and, for beneficial owners, by their brokers or banks that hold in “street name” for their benefit, as the case may be) to give effect to the ~~reverse stock split.~~Reverse Stock Split. Stockholders who hold uncertificated shares as direct owners will be sent a statement of holding from our transfer agent that indicates the number of ~~post-reverse stock split~~post-Reverse Stock Split shares of our common stock owned in book-entry form.


			~~www.evofem.com~~			55

Certificated Shares

As soon as practicable after the effective date of the split, stockholders will be notified that the ~~reverse stock split~~Reverse Stock Split has been effected. We expect that our transfer agent will act as exchange agent for purposes of implementing the exchange of stock certificates. Holders of pre-split shares will be asked to surrender to the exchange agent certificates representing pre-split shares in exchange for certificates representing post-split shares in accordance with the procedures to be set forth in a letter of transmittal to be sent by us or our exchange agent. No new certificates will be issued to a stockholder until such stockholder has surrendered such stockholder’s outstanding certificate(s) together with the properly completed and executed letter of transmittal to the exchange agent. Any pre-split shares submitted for transfer, whether pursuant to a sale or other disposition, or otherwise, will automatically be exchanged for post-split shares. STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

Fractional Shares

No fractional shares will be issued in connection with the ~~reverse stock split.~~Reverse Stock Split. Stockholders of record on the effective date of the split who otherwise would be entitled to receive fractional shares because they hold a number of pre-split shares not evenly divisible by the number of pre-split shares for which each post-split share is to be exchanged will, in lieu of a fractional share, be entitled upon surrender to the exchange agent of certificates representing such pre-split shares, if any, to receive payment in cash in lieu of any such resulting fractional shares of common stock, as the post-reverse split amounts of common stock will be rounded down to the nearest full share. Such cash payment in lieu of a fractional share of common stock will be calculated by multiplying such fractional interest in one share of common stock by the closing trading price of our common stock on the trading day immediately preceding the effective date of the ~~reverse stock split,~~Reverse Stock Split, and rounded to the nearest cent.

Accounting Matters

The ~~reverse stock split~~Reverse Stock Split will not affect the common stock capital account on our balance sheet. However, because the par value of our common stock will remain unchanged on the effective date of the split, the components that make up the common stock capital account will change by offsetting amounts. The stated capital component will be reduced, and the additional paid-in capital component will be increased with the amount by which the stated capital is reduced. The per share net loss and net book value of our common stock will be increased because there will be fewer weighted average shares of common stock outstanding. Prior periods’ common stock and additional paid-in capital balances and net loss per share amounts will be restated to reflect the ~~reverse stock split.~~Reverse Stock Split.

Effect on Par Value

The Amendment will not affect the par value of our common stock, which will remain at $0.0001 per share.

No Going Private Transaction

Notwithstanding the anticipated decrease in the number of outstanding shares following the proposed ~~reverse stock split,~~Reverse Stock Split, if effected, our Board does not intend for this transaction to be the first step in a “going private transaction” within the meaning of Rule 13e-3 under the Exchange Act.


			www.evofem.com			15

PROPOSAL 1: Reverse Stock Split

Potential Anti-Takeover Effect

Although the increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover effect (for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of the Board or contemplating a tender offer or other transaction for the combination of the Company with another company), the ~~reverse stock split~~Reverse Stock Split proposal is not being proposed in response to any effort of which we are aware to accumulate shares of our common stock or obtain control of the Company, nor is it part of a plan by management to recommend a series of similar amendments to the Board and stockholders. Other than the ~~reverse stock split~~Reverse Stock Split proposal, the Board does not currently contemplate recommending the adoption of any other actions that could be construed to affect the ability of third parties to take over or change control of the Company.

No Dissenters’ Rights

Under the Delaware General Corporation Law, our stockholders are not entitled to dissenters’ rights with respect to the ~~reverse stock split,~~Reverse Stock Split, and we will not independently provide stockholders with any such right.


56			~~Evofem Biosciences, Inc. \| 2022 Proxy Statement~~

Material United States Federal Income Tax Consequences of the Reverse Stock Split

The following is not intended as tax or legal advice. Each holder should seek advice based on his, her, their or its particular circumstances from an independent tax advisor.

The following discussion describes the anticipated material United States federal income tax consequences to “U.S. holders” (as defined below) of our capital stock relating to the ~~reverse stock split.~~Reverse Stock Split. This discussion is based upon the Internal Revenue Code of 1986, as amended (the Code), Treasury Regulations promulgated thereunder, judicial authorities, published positions of the Internal Revenue Service (IRS), and other applicable authorities, all as currently in effect and all of which are subject to change or differing interpretations (possibly with retroactive effect). We have not obtained a ruling from the IRS or an opinion of legal or tax counsel with respect to the tax consequences of the ~~reverse stock split~~Reverse Stock Split and there can be no assurance the IRS will not challenge the statements set forth below or that a court would not sustain any such challenge. The following discussion is for information purposes only and is not intended as tax or legal advice.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of our capital stock that is for United States federal income tax purposes:

(i)an individual citizen or resident of the United States;

(ii)a corporation (or other entity treated as a corporation for ~~U.S.~~United States federal income tax purposes) organized under the laws of the United States, any state or the District of Columbia;

(iii)an estate with income subject to United States federal income tax regardless of its source; or

(iv)a trust that (a) is subject to primary supervision by a United States court and for which United States persons control all substantial decisions or (b) has a valid election in effect under applicable Treasury Regulations to be treated as a United States person.

This discussion assumes that a U.S. holder holds our capital stock as a capital asset within the meaning of Code Section 1221. This discussion does not address all of the tax consequences that may be relevant to a particular stockholder or to stockholders that are subject to special treatment under United States federal income tax laws including, but not limited to, financial institutions, tax-exempt organizations, insurance companies, regulated investment companies, persons that are broker-dealers, traders in securities who elect the mark-to-market method of accounting for their securities, or stockholders holding their shares of our capital stock as part of a “straddle,” “hedge,” “conversion transaction” or other integrated transaction. In addition, this discussion does not address other United States federal taxes (such as gift or estate taxes or alternative minimum taxes), the tax consequences of the reverse stock split under state, local or foreign tax laws or certain tax reporting requirements that may be applicable with respect to the ~~reverse stock split.~~Reverse Stock Split.

If a partnership (or other entity treated as a partnership for United States federal income tax purposes) is a stockholder, the tax treatment of a partner in the partnership or any equity owner of such other entity will generally depend upon the status of the person and the activities of the partnership or other entity treated as a partnership for United States federal income tax purposes.

Tax Consequences of the Reverse Stock Split Generally

We believe that the ~~reverse stock split~~Reverse Stock Split should qualify as a “recapitalization” under Section 368(a)(1)(E) of the Code. Accordingly:

•A U.S. holder will not recognize any gain or loss as a result of the ~~reverse stock split.~~Reverse Stock Split.

•A U.S. holder’s aggregate tax basis in his, her, their, or its ~~post-reverse stock split~~post-Reverse Stock Split shares will be equal to the aggregate tax basis in the pre-reverse stock split shares exchanged therefor.

•A U.S. holder’s holding period for the ~~post-reverse stock split~~post-Reverse Stock Split shares will include the period during which such stockholder held the ~~pre-reverse stock split~~pre-Reverse Stock Split shares surrendered in the ~~reverse stock split.~~Reverse Stock Split.


16			Evofem Biosciences, Inc. \| 2023 Proxy Statement

PROPOSAL 1: Reverse Stock Split

Treasury Regulations promulgated under the Code provide detailed rules for allocating the tax basis and holding period of the shares of our common stock surrendered to the shares of our common stock received pursuant to the reverse stock split. Holders of shares of our common stock who acquired their shares on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares among their post-reverse stock split shares.

A U.S. ~~Holder~~holder that receives cash in lieu of a fractional share of our common stock pursuant to the ~~reverse stock split~~Reverse Stock Split should be treated as having received the fractional share pursuant to the ~~reverse stock split~~Reverse Stock Split and then as having transferred to the Company that fractional share in exchange for cash. As a result, a U.S. ~~Holder~~holder should generally recognize capital gain or loss in an amount equal to the difference between the amount of cash received and the portion of the U.S. ~~Holder’s~~holder’s tax basis in our common stock allocable to such fractional share, unless the receipt of cash is treated as having the effect of a distribution of a dividend, in which case the cash received will be treated as dividend income to the extent of the Company’s current accumulated earnings and profits as calculated for U.S. federal income tax purposes. Stockholders are urged to consult their tax advisors to determine whether receipt of cash has the effect of a distribution of a dividend. Any capital gain or loss should be long term capital gain or loss if the U.S. ~~Holder’s~~holder’s holding period for our common stock surrendered exceeded one year as of effective date of the ~~reverse stock split.~~Reverse Stock Split. The deductibility of capital losses is subject to limitation.


			~~www.evofem.com~~			57

THE PRECEDING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT AND DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX EFFECTS RELEVANT THERETO. YOU SHOULD CONSULT YOUR OWN TAX ADVISORS AS TO THE PARTICULAR FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT IN LIGHT OF YOUR SPECIFIC CIRCUMSTANCES.

Interests of Directors and Executive Officers

Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this proposal except to the extent of their ownership of shares of our common stock.

Reservation of Right to Abandon Reverse Stock Split

We reserve the right to not file the Amendment and to abandon any reverse stock split without further action by our stockholders at any time before the effectiveness of the filing with the Secretary of the State of Delaware of the Amendment, even if the authority to effect ~~these amendments~~this amendment is approved by our stockholders at the ~~Annual~~Special Meeting. By voting in favor of ~~a reverse stock split,~~the Reverse Stock Split, you are expressly also authorizing the Board to delay, not proceed with, and abandon, ~~these~~this proposed ~~amendments~~amendment if it should so decide, in its sole discretion, that such action is in the best interests of our stockholders.

Vote Required and Board’s Recommendation

The affirmative vote of the holders of a majority of the combined voting power of the outstanding shares of common stock and Series CD Non-Convertible Preferred Stock, voting together as a single class, having voting power outstanding on the Record Date is required to approve the Amendment to effect ~~(a) a reverse stock split of our common stock, and (b) a reduction in~~ the ~~number of authorized shares.~~Reverse Stock Split. The holders of common stock have the right to cast one vote per share of common stock on this proposal. ~~The holders~~Each share of Series CD Non-Convertible Preferred Stock shall have the right to ~~cast [_____] votes per share~~vote in an amount equal to 1% of ~~Series C Preferred Stock on this proposal, provided, that such votes must be counted by~~ the ~~Company in the same proportion as the aggregate~~total voting power then-outstanding shares of common stock, ~~voted on this proposal.~~subject to the limitation that no single holder's voting power, in the aggregate, shall exceed 9.99% of the total voting power. As an example, if ~~the holders of 50.5%~~a shareholder holds 5% of the ~~outstanding~~total then-outstanding shares of common stock ~~are voted at~~and 10 shares of the ~~meeting in favor~~Series D Non-Convertible Preferred Stock representing 10% of the voting power of the then outstanding shares of common stock, the total aggregate voting power of this ~~proposal, the Company can count 50.5% of the votes cast by the holders of the Preferred Stock as votes in favor of this proposal.~~

shareholder shall be 9.99%.

THE BOARD RECOMMENDS A VOTE TO AUTHORIZE THE BOARD IN ITS DISCRETION TO AMEND THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO EFFECT ~~(A)~~ A REVERSE STOCK SPLIT OF THE ISSUED AND OUTSTANDING SHARES OF OUR COMMON STOCK AT A RATIO UP TO ONE-FOR-125 (SUCH SPLIT TO COMBINE A NUMBER OF OUTSTANDING SHARES OF OUR COMMON STOCK BETWEEN ~~[x} AND [x},~~20 and 125, SUCH NUMBER CONSISTING OF ONLY WHOLE SHARES, INTO ONE (1) SHARE OF OUR COMMON STOCK)~~, AND (B) A REDUCTION IN THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY’S COMMON STOCK FROM 500,000,000 TO [___]~~. PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR OF THE AMENDMENT UNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY.


58			~~Evofem Biosciences, Inc. \| 2022 Proxy Statement~~www.evofem.com			17

Other Matters / Stockholder Proposal

~~Audit Matters~~

~~PROPOSAL~~

~~Independent Registered Public Accounting Firm~~

The Audit Committee has appointed Deloitte & Touche LLP as our independent registered public accounting firm, to audit our financial statements for the fiscal year ending December 31, 2022. The Board proposes that the stockholders ratify this appointment.

In deciding to appoint Deloitte & Touche LLP, the Audit Committee reviewed auditor independence issues and existing commercial relationships with Deloitte & Touche LLP and concluded that Deloitte & Touche LLP has no commercial relationship with the Company that would impair its independence for the fiscal year ending December 31, 2022.

We expect that representatives of Deloitte & Touche LLP will be present at the Annual Meeting, will be able to make a statement if they so desire, and will be available to respond to appropriate questions.

~~Recommendation~~

The Board recommends a vote to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm, and proxies solicited by the board will be voted in favor of such ratification unless a stockholder indicates otherwise on the proxy.

~~Independent Registered Public Accounting Firm’s Fees~~

The following table shows the fees billed by Deloitte & Touche LLP for the audit of our annual financial statements for the last two fiscal years and for other services rendered by Deloitte & Touche LLP to the Company during our last two fiscal years.

Fiscal Year 2021 Fiscal Year 2020
Audit Fees(1)
$ 857,675 $ 841,453
Audit-Related Fees — —
Tax Fees(2)
76,602 157,785
All Other Fees(3)
1,895 1,895
Total $ 936,172 $ 1,001,133

~~(1)~~Audit Fees represent fees and out-of-pocket expenses whether or not yet invoiced for professional services provided in connection with the audit of the Company’s financial statements, the review of the Company’s quarterly financial statements, professional services in connection with the Company’s registration statements on Form S-3 and S-8 and comfort letters, and audit services provided in connection with other regulatory filings.

~~(2)Tax fees represent fees and out-of-pocket expenses for professional services for tax compliance, tax advice or tax return preparations.~~

~~(3)All Other Fees represent annual licensing fees for an accounting database subscription.~~

~~Pre-Approval Policies and Procedures~~

The Audit Committee annually reviews and pre-approves certain audit and non-audit services that may be provided by our independent registered public accounting firm and establishes and pre-approves the aggregate fee level for these services. Any proposed services that would cause us to exceed the pre-approved aggregate fee amount must be pre-approved by the Audit Committee. All audit services for 2021 were pre-approved by the Audit Committee.

~~In the event the stockholders do not ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm, the Audit Committee will reconsider its appointment.~~

~~The affirmative vote of a majority of the shares cast affirmatively or negatively at the Annual Meeting is required to ratify the appointment of the independent registered public accounting firm.~~


			~~www.evofem.com~~			59

~~Report of Audit Committee~~

~~The Audit Committee of the Board, which consists entirely of directors who meet the independence and experience requirements of the Nasdaq Capital Market, has furnished the following report:~~

The Audit Committee assists the Board in overseeing and monitoring the integrity of our financial reporting process, compliance with legal and regulatory requirements and the quality of internal and external audit processes. This committee’s role and responsibilities are set forth in our charter adopted by the Board, which is available on our website at www.evofem.com. The Audit Committee reviews and reassesses our charter annually and recommends any changes to the Board for approval. The Audit Committee is responsible for overseeing our overall financial reporting process, and for the appointment, compensation, retention, and oversight of the work of independent registered public accountants. In fulfilling its responsibilities for the financial statements for fiscal year ended December 31, 2021, the Audit Committee took the following actions:

•Reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2020 with management and Deloitte & Touche LLP, our independent registered public accounting firm for the year ended December 31, 2021;

•~~Discussed with Deloitte & Touche LLP the matters required to be discussed in accordance with Auditing Standard No. 1301-Communications with Audit Committees; and~~

•Received written disclosures and the letter from Deloitte & Touche LLP regarding its independence as required by applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte & Touche LLP communications with the Audit Committee and the Audit Committee further discussed with Deloitte & Touche LLP their independence. The Audit Committee also considered the status of pending litigation, taxation matters and other areas of oversight relating to the financial reporting and audit process that the committee determined appropriate.

Based on the Audit Committee’s review of the audited financial statements and discussions with management and Deloitte & Touche LLP, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for filing with the SEC.

~~Members of the Evofem Biosciences, Inc. Audit Committee~~
~~Colin Rutherford, Chair~~
~~Kim P. Kamdar, Ph.D.~~
~~Tony O’Brien~~


60			~~Evofem Biosciences, Inc. \| 2022 Proxy Statement~~

~~Other Information~~

~~Security Ownership of Certain Beneficial Owners and Management~~

The following table sets forth certain information concerning the ownership of our common stock as of February 28, 2022, by (i) those persons who are known to us to be the beneficial owner(s) of more than five percent of our common stock, (ii) each of our directors and named executive officers and (iii) all of our directors and named executive officers as a group.

The number of shares beneficially owned by each entity, person, director or executive officer is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. In the cases of holders who are not directors, director nominees, and named executive officers, Schedules 13G or 13D filed with the SEC (and, consequently, ownership reflected here) often reflect holdings as of a date prior to February 28, 2022. Under such rules, beneficial ownership generally includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire within 60 days after February 28, 2022, through the exercise of stock options, warrants or other rights. Unless otherwise indicated in the footnotes to this table, we believe that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Unless otherwise noted, the address of the persons in the table below is that of the Company.

Name and Address of Beneficial Owner
Shares
Beneficially
Owned
Percent of Shares
Beneficially
Owned
5% Stockholders
CVI Investments, Inc.(1)
Heights Capital Management, Inc., investment manager
101 California Street, Suite 3250
San Francisco, California 94111
10,000,000 6.0%
Directors and Named Executive Officers
Gillian Greer, Ph.D.(2)
137,566 *
Kim Kamdar, Ph.D.(3)
159,790 *
Tony O’Brien(4)
145,706 *
Lisa Rarick, M.D.(5)
114,416 *
Colin Rutherford(6)
158,886 *
Saundra Pelletier(7)
3,359,839 2.0%
Justin J. File(8)
1,486,303 *
Alex Fitzpatrick(9)
1,124,394 *
Directors and executive officers as a group (8 Persons)(10)
6,686,900 3.9%

* Includes beneficial ownership of less than 1% of the outstanding shares of Evofem’s common stock.

~~(1)The number of shares reported as beneficially owned consists of shares issuable upon the exercise of warrants to purchase shares of Evofem~~’s ~~common stock.~~

~~(2)Consists of 137,566 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of February 28, 2022.~~

~~(3)~~Consists of (i) 19,287 shares of common stock held by Dr. Kamdar and (ii) 140,503 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of February 28, 2022.

~~(4)~~Consists of (i) 8,140 shares of common stock held by Mr. O'Brien and (ii) 137,566 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of February 28, 2022.

~~(5)~~Consists of (i) 10,250 shares of common stock held by Dr. Rarick and (ii) 104,166 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of February 28, 2022.

~~(6)Consists of 158,886 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of February 28, 2022.~~

~~(7)~~Consists of (i) 1,435,837 shares of common stock held by Ms. Pelletier and (ii) 1,924,002 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of February 28, 2022.

~~(8)~~Consists of (i) 810,982 shares of common stock held by Mr. File and (ii) 675,321 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of February 28, 2022.


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~~Other Information~~

~~(9)~~Consists of (i) 516,422 shares of common stock held by Mr. Fitzpatrick and (ii) 607,972 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of February 28, 2022.

~~(10)~~Consists of 2,800,918 shares of common stock held by our current executive officers and directors and (ii) 3,885,982 shares of common stock that may be acquired by our current executive officers and directors pursuant to the exercise of stock options within 60 days after February 28, 2022.

~~Equity Compensation Plan Information~~

~~The following table provides certain aggregate information with respect to all of our equity compensation plans in effect as of~~
~~December 31, 2021:~~

Plan Category
Number of Securities to be
Issued Upon Exercise of
Awards (a)
Weighted Average Exercise Price of Outstanding Awards (b)
Number of Securities Remaining
Available for Future Issuance
Under Equity Compensation
Plans (excluding securities
reflected in column (a))
Equity compensation plans approved by Stockholders(1)
10,545,173 $ 4.41 4,534,842
Equity compensation plans not approved by Stockholders(3)
440,615 $ 4.16 794,737
Total 10,985,788 5,329,579

~~(1)~~Includes our 2007 Plan and the Amended and Restated 2014 Plan. This table does not include the number of shares issuable upon exercise of issued and outstanding awards under the Private Evofem Equity Incentive Plan. No new awards may be issued under the Private Evofem Equity Incentive Plan. As of December 31, 2021, a total of 147,930 shares of our common stock were reserved for issuance upon the exercise of outstanding options under the Private Evofem Equity Incentive Plan with a weighted average exercise price of $57.59 per share.

~~(2)~~As of December 31, 2021, an aggregate of 2,701,757 shares of common stock were available for grant under the Amended and Restated 2014 Plan and an aggregate of 1,833,085 shares were available for issuance under the 2019 ESPP. The Amended and Restated 2014 Plan contains a provision for an automatic increase to the number of shares available for grant each January 1st until and including January 1, 2024, subject to certain limitations, by a number of shares equal to the lesser of 4% of the number of shares of our common stock issued and outstanding on the immediately preceding December 31 or a number of shares set by our Board. The 2019 ESPP contains a provision for an automatic increase to the number of shares available for issuance under the 2019 ESPP each January 1st and including January 1, 2024, subject to certain limitations, by a number of shares equal to the lesser of 1,000,000 shares or 2% of our common stock issued and outstanding on the immediately preceding December 31 or a number of shares set by our Board.

~~(3)~~Includes the 2018 Inducement Equity Incentive Plan. See Item 10, “Directors, Executive Officers, and Corporate Governance” of our Annual Report for a narrative description of the 2018 Inducement Equity Incentive Plan.

~~Related Person Transactions~~

~~Company Policy Regarding Related Party Transactions~~

Our Audit Committee is responsible for reviewing and approving all transactions in which we are a participant and in which any parties related to us, including our executive officers, directors, beneficial owners of more than 5% of our securities, immediate family members of the foregoing persons, and any other persons whom our Board determines may be considered related parties, has or will have a direct or indirect material interest. If advanced approval is not feasible, the Audit Committee has the authority to ratify a related party transaction at the next Audit Committee meeting. For purposes of our Audit Committee charter, a material interest is deemed to be any consideration received by such a party in excess of the lesser of $120,000 per year or 1% of the average of our total assets for the last two completed fiscal years.

In reviewing and approving such transactions, the Audit Committee shall obtain, or shall direct our management to obtain on its behalf, all information that our committee believes to be relevant and important to a review of the transaction prior to its approval. Following receipt of the necessary information, a discussion shall be held of the relevant factors if deemed to be necessary by our committee prior to approval. If a discussion is not deemed to be necessary, approval may be given by written consent of our committee. This approval authority may also be delegated to the Chairperson of the Audit Committee in respect of any transaction in which the expected amount is less than $500,000.


62			~~Evofem Biosciences, Inc. \| 2022 Proxy Statement~~

~~Other Information~~

The Audit Committee or its chairperson, as the case may be, shall approve only those related party transactions that are determined to be in, or not inconsistent with, the best interests of us and our stockholders, taking into account all available facts and circumstances as our committee or the Chairperson determines in good faith to be necessary. These facts and circumstances will typically include, but not be limited to, the material terms of the transaction, the nature of the related party’s interest in the transaction, the significance of the transaction to the related party and the nature of our relationship with the related party, the significance of the transaction to us, and whether the transaction would be likely to impair (or create an appearance of impairing) the judgment of a director or executive officer to act in our best interest. No member of the Audit Committee may participate in any review, consideration, or approval of any related party transaction with respect to which the member or any of his or her immediate family members is the related party, except that such member of the Audit Committee will be required to provide all material information concerning the related party transaction to the Audit Committee.

Except as otherwise set forth below, during the years ended December 31, 2021, 2020 and 2019 and to date there were no transactions to which we will be a party, nor are there any currently proposed transactions to which we will be a party, in which:

•~~the amounts involved exceeded or will exceed the lesser of $120,000 per year or 1% of the average of our total assets for the last two completed fiscal years; and~~

•any of our directors, nominees for director, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.

~~Merger and Concurrent Financing~~

On January 17, 2018, we completed a business combination (the Merger) in accordance with the terms of an Agreement and Plan of Merger and Reorganization, dated as of October 17, 2017, by and among the Company, Nobelli Merger Sub, Inc., our wholly owned subsidiary (Merger Sub), and Private Evofem, pursuant to which the Merger Sub merged with and into Private Evofem, with Private Evofem surviving as our wholly owned subsidiary.

In connection with the Merger, we issued shares of our common stock to certain investors in Private Evofem, including funds affiliated with Invesco Ltd., at a purchase price of $12.389355 per share in the financing. In addition, we issued shares of our common stock and, with respect to discretionary investment funds, managed by Woodford Investment Management (WIM) as discretionary investment manager, the Post-Merger Warrants. Upon the closing of the Merger, the funds affiliated with Invesco Ltd. and the discretionary investment funds, managed by WIM as discretionary investment manager each beneficially owned more than 10% of our issued and outstanding capital stock. The issuances to funds affiliated with Invesco Ltd. and to discretionary investment funds managed by WIM as discretionary investment manager in connection with the Merger and Financing are reflected below:

Name
Shares of Common Stock
Issued in the Financing
Shares of Common Stock
Issued in Connection with
the Merger
Warrants to Purchase
Shares of Common Stock
Issued in Connection with
the Merger (1)
Omnis Income & Growth Fund a sub-fund of Omnis Portfolio Investments ICVC None. 171,975 50,000
Woodford Patient Capital Trust Plc None. 1,672,611 475,000
LF Woodford Equity Income Fund, a sub fund of LF Woodford Investment Fund None. 5,620,952 1,475,000
Invesco Perp High Income 375,000 3,144,366 None.
Invesco Perp Income 1,239,289 2,278,843 None.

~~(1)~~ With the exception of the warrant issued to Woodford Patient Capital Trust Plc, the warrants listed in this column were fully exercised as of February 8, 2019 as described in the “Reload Warrant Transaction” Section below.


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~~Other Information~~

~~2019 Private Placement~~

During the second quarter of 2019, we issued an aggregate of 17,777,779 shares of common stock in connection with a private placement at the offering price of $4.50 per share and common warrants to purchase 4,444,446 shares of common stock at an exercise price of $6.38 per shares (the Private Placement).

Certain of our existing stockholders purchased an aggregate of 4,444,445 shares of our common stock in the Private Placement (including one unit share associated with the common warrants issued to Woodford Patient Capital Trust Plc). The table below sets forth the aggregate number of common shares and common warrants issued to our holders of more than 10% of our capital stock, or an affiliate or immediate family member thereof, at the time of the transaction:

Name
Shares of Common
Stock Issued in the
Private Placement
Common Warrants to
Purchase Shares of
Common Stock Issued
in The Private Placement
PDL BioPharma, Inc. 13,333,334 3,333,334
Woodford Patient Capital Trust Plc 2,222,223 555,556
Invesco Perpetual High Income Fund 2,222,222 555,556
Total 17,777,779 4,444,446

~~Consulting Agreements~~

Effective April 1, 2019, the Company entered into a two-year consulting agreement (the 2019 Consulting Agreement) with Thomas Lynch, the former chair of the Company’s Board. The 2019 Consulting Agreement provided for (i) annual compensation of $0.4 million, including $0.1 million related to Mr. Lynch’s board services, (ii) an annual grant of 150,000 RSUs, which will vest quarterly over one year from April 1, 2019 and (iii) an annual bonus of up to 100% of Mr. Lynch’s annual consulting fees based upon the achievement of the Company’s corporate goals and objectives as determined by and subject to approval of the Board. The 2019 Consulting Agreement terminated on April 1, 2020 upon the death of Mr. Lynch.

There were no consulting fees incurred under the 2019 Consulting Agreement for the year ended December 31, 2021, and the consulting fees were approximately $0.1 million and $0.6 million for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2021, there was no additional accrued compensation owed to Mr. Lynch or his estate.

~~Transactions with WCGI and Related Entities~~

From 2009 to 2016, Ms. Saundra Pelletier was the founding CEO of WomanCare Global International (WCGI). In February 2013, Private Evofem and WCGI formed an alliance (the WCGI Alliance) and Ms. Pelletier also became Private Evofem’s CEO. Concurrent with the forming of the WCGI Alliance, Private Evofem and WCGI entered into (i) a service agreement to which the companies shared resources and employees and (ii) a
~~three-year grant agreement under which the Private Evofem provided funding to WCGI.~~

From 2011 to 2017, Ms. Pelletier served as a director of the board of WomanCare Global Trading (WCGT), a WCGI subsidiary. Effective February 2015, Private Evofem and WCGT entered into a sublease for office space, which was terminated and reassigned to WCG Cares effective April 1, 2018, and (ii) in October 2015, (a) Private Evofem, through its wholly-owned subsidiaries, entered into two sublicense agreements whereby Private Evofem was responsible for paying $5.0 million in annual sublicense fees, net of amounts paid under the grant agreement during 2015, to WomanCare Global Trading CIC (WCGCIC), also a WCGI affiliate, and (b) the service and grant agreements were cancelled.

Effective January 2016, Private Evofem and WCGI entered into a shared-services agreement (SSA), which replaced the prior service agreement. Under the terms of the SSA, Private Evofem and WCGI cross charged the other company’s services provided by each entity on behalf of the other. The SSA also allowed for netting of due to and due from shared-services fees. In July 2019, the SSA was terminated. For the years ended December 31, 2021 and 2020, there were no services provided under the SSA on behalf of WCGI. For the year ended December 31, 2019, services provided were immaterial. As of December 31, 2021 and 2020, there were no net shared-services due to the Company. As of December 31, 2019, net shared-services due to the Company was minimal. As of and for the years ended December 31, 2021, 2020 and 2019, there were no receivables, payables, payments or expenses related to the Company’s transactions with WCGI related entities.


64			~~Evofem Biosciences, Inc. \| 2022 Proxy Statement~~

~~Other Information~~

~~Transactions with WCG Cares~~

In 2013, WCG Cares, a 501(c)(3) nonprofit organization, was incorporated under the laws of the State of California. Its primary purpose is to directly engage in and/or fund the development and implementation of programs that promote reproductive health, education, research and increased access to high-quality, innovative and affordable reproductive health care and health care products around the world. Ms. Pelletier served as the CEO and President of WCG Cares from 2013 to November 2017. She became a member of its board of directors from November 2017 to March 1, 2020, and served as chair of its board of directors from November 2017 to May 2018. Additionally, Mr. Justin J. File served as WCG Cares’ Chief Financial Officer from November 2017 to May 2018. See shared-services agreement discussion below.

In March 2018, the Company and WCG Cares entered into a shared-services agreement (the Cares Shared Services Agreement). Under the terms of the Cares Shared Services Agreement, the Company and WCG Cares cross charged services provided by each entity (or its subsidiaries) on behalf of the other. The Cares Shared Services Agreement also allowed for netting of due to and due from shared-services fees In July 2019, the Company provided a notice of termination to WCG Cares to terminate the Cares Shared Services Agreement effective September 2019. For the years ended December 31, 2021 and 2020, there were no services provided under the Cares Shared Services on behalf of WCG Cares. For the year ended December 31, 2019, services provided under the Cares Shared Services on behalf of WCG Cares were immaterial. As of December 31, 2021 and 2020, there were no net shared-services due to the Company. As of December 31, 2019, net shared- services due to the Company was minimal.

~~The following table summarizes payments and expenses related to the Company’s transactions with WCG Cares as of and for the years ended December 31, 2021, 2020 and 2019 (in thousands).~~

2021 2020 2019
Receivables $— $— $—
Payables $— $— $—
Payments $— $— $1,000
Expenses $— $— $—

~~Transactions with Women Deliver~~

Women Deliver is a tax-exempt charitable organization under Section 501(c)(3) of the Internal Revenue Code. Its mission is to drive progress for gender equality, particularly in maternal, sexual, and reproductive health and rights globally through advocacy and Women Deliver programs. Ms. Pelletier became a director of the Board in January 2013 and served as chair of the Board from May 2017 to July 2018. In July 2018, the Company and Women Deliver entered into a Corporate Sponsorship Agreement, under which the Company desired to become a corporate sponsor of the Women Deliver 2019 Conference and to provide financial support for Women Deliver programs. The Company agreed to pay $0.2 million to Women Deliver no later than January 31, 2019. In February 2019, the Company received a letter from Women Deliver, under which both parties mutually agreed to release the Company’s sponsorship on this outstanding payment and to terminate the Corporate Sponsor Agreement. Following this release, there have been no further obligations between the parties.

~~Private Evofem Series D Preferred Stock Financings~~

Upon completion of the Merger, Private Evofem’s Series D warrant rights issued in connection with the issuance of shares of Private Evofem Series D Preferred Stock in July 2016 were assumed by Neothetics, and exchanged for an aggregate of three shares of the Company’s common stock and warrants to purchase up to 2,000,000 shares of the Company’s common stock (WIM Warrants). The three shares issued in connection with the WIM Warrants were not, by their terms, able to be separately transferred from the WIM Warrants. The WIM Warrants became exercisable on January 17, 2019 and shall remain exercisable until the earlier of January 17, 2022 or immediately prior to the completion of an acceleration event, as defined, and had an exercise price of $8.35 per share. On February 5, 2019, the Company entered into a repricing letter agreement with WIM. Upon execution of the repricing letter, investment funds managed by WIM exercised their WIM Warrants to purchase an aggregate 1,525,000 shares of common stock at a reduced exercise price of $2.64 per share. On June 10, 2019, upon the Second Closing of the Private Placement as discussed at Note 10- 2019 Private Placement to our Consolidated Financial Statements included in our Annual Report for the fiscal year ended December 31, 2020, the remaining WIM Warrants to purchase up to 475,000 shares of common stock were cancelled.


			~~www.evofem.com~~			65

~~Other Information~~

~~Reload Warrant Transaction~~

On February 5, 2019, we entered into letter agreements (the Letter Agreements) with holders of issued and outstanding warrants. These holders consisted of funds, managed by WIM as discretionary investment manager and entities affiliated with Invesco Ltd. (collectively, the Warrant Holders), pursuant to which we offered the Warrant Holders the opportunity to exercise previously issued and outstanding warrants to purchase common stock for cash at a reduced exercise price of $2.64 per share. In addition, on February 8, 2019, we issued common stock warrants (the Reload Warrants) to the Warrant Holders which are exercisable for the number of shares of common stock equal to fifty percent of the shares of common stock issued upon exercise of the previously issued and outstanding warrants in the Letter Agreements which equals an aggregate total of 1,188,029 shares of common stock. The Reload Warrants had an exercise price of $5.20 per share, subject to adjustment for splits and recapitalization as set forth in the Reload Warrants. The Reload Warrants were exercisable at all times beginning on the earlier of the six-month anniversary of their respective issuance dates or the date of approval of the issuance of the Reload Warrants and the shares of common stock issuable upon exercise of the Reload Warrants by our stockholders. The terms of the Reload Warrants also provided for customary resale registration rights (see our registration statement on Form S-3, filed with the SEC on March 11, 2019).

~~On June 10, 2019, upon the Second Closing of the Private Placement, all the Reload Warrants were cancelled.~~

~~Securities Purchase Agreement and Private Placement~~

~~2019 Private Placement~~

On April 10, 2019, we entered into a Securities Purchase Agreement (the Securities Purchase Agreement) with PDL BioPharma, Inc. (PDL), funds discretionally managed by Invesco Ltd. (Invesco) and funds managed by WIM (WIM; collectively with Invesco and PDL, the Purchasers), pursuant to which the Company will issue and sell an aggregate of up to $80.0 million of the Company’s common stock and warrants to purchase shares of common stock (collectively, the Securities) in the Private Placement. The Private Placement occurred in two closings.

The first closing was completed on April 11, 2019 (the First Closing), pursuant to which we issued and sold to PDL 6,666,667 shares of our common stock and warrants to purchase up to 1,666,667 shares of common stock for an aggregate purchase price of $30 million, representing a purchase price of $4.50 per share of common stock. The warrants have an exercise price of $6.38 per share.

The second closing was completed on June 10, 2019 (the Second Closing), pursuant to which we issued and sold to the Purchasers 11,111,111 additional shares of common stock and warrants to purchase up to an additional 2,777,779 shares of common stock for an aggregate purchase price of $50 million. The purchase price per share and warrant exercise price per share for securities sold in the Second Closing were the same as those sold in the First Closing. Upon completion of the First Closing and the Second Closing, we received net proceeds of approximately $28.2 million and $47.2 million, net of $1.8 million and $2.8 million advisory fees, respectively. We used these net proceeds for clinical research and development purposes, including resubmission of our Phexxi New Drug Application to the FDA and pre-commercialization activities, and for general corporate purposes.

~~Baker Bros. Notes~~

On April 23, 2020, the Company entered into the Baker Bros. Purchase Agreement with certain affiliates of Baker Bros. Advisors LP, as purchasers (the Baker Purchasers), and Baker Bros. Advisors LP, as designated agent, pursuant to which the Company agreed to issue and sell to the Baker Purchasers (i) convertible senior secured promissory notes (the Baker Notes) in an aggregate principal amount of up to $25.0 million and (ii) warrants to purchase shares of common stock (the Baker Warrants) in a private placement.

At the initial closing date of April 24, 2020 (the Baker Initial Closing), the Company issued and sold Baker Notes with an aggregate principal amount of $15.0 million and Baker Warrants exercisable for 3,073,770 shares of common stock.

Following the Baker Initial Closing, the Baker Purchasers had an option to purchase from the Company up to $10.0 million of Baker Notes (the Baker Purchase Rights) at the Baker Purchasers’ discretion at any time prior to the Company receiving at least $100.0 million in aggregate gross proceeds from one or more sales of equity securities.

On June 5, 2020 (the Exercise Date), the Baker Purchasers exercised the Baker Purchase Rights. At the second closing date of June 9, 2020, the Baker Purchasers acquired the remaining Baker Notes with an aggregate principal amount of $10.0 million and Baker Warrants exercisable for 2,049,180 shares of common stock. With the completion of the underwritten public offering in June 2020 as further discussed in Note 10- Stockholders’ Equity (Deficit) to our Consolidated Financial Statements included in our Annual Report, the exercise price of the Baker Warrants is $2.44. The Baker Warrants have a five-year term with a cashless exercise provision and are immediately exercisable at any time from their respective issuance date.


66			~~Evofem Biosciences, Inc. \| 2022 Proxy Statement~~

~~Other Information~~

On November 20, 2021, the Company entered into the first amendment to the Baker Bros. Purchase Agreement (the Baker Amendment), in which each Baker Purchaser shall have the right to convert all or any portion of the Baker Notes into Common Stock at a conversion price equal to the lesser of (a) $2.44 and (b) 115% of the lowest price per share of common stock (or, as applicable with respect to any equity securities convertible into common stock, 115% of the applicable conversion price) sold in one or more equity security financing until the Company has met the qualified financing threshold (Financing Threshold) defined as one or more equity financings resulting in aggregate gross proceeds to the Company of at least $50 million.

The Baker Amendment also extends the affirmative covenant to achieve $100.0 million in cumulative net sales of Phexxi by June 30, 2022 to June 30, 2023, which will be effective upon the Company's achievement of the Financing Threshold. Additionally per the Baker Amendment, if in any financing closing on or prior to the date the Company has met the Financing Threshold, the Company shall issue warrants to purchase capital stock of the Company (or other similar consideration), to the Baker Purchasers of an equivalent coverage of warrants (or other similar consideration) on the same terms as if the Baker Purchasers participated in the financing in an amount equal to the then outstanding principal of Baker Notes held by the Baker Purchasers.

~~Adjuvant Notes~~

On October 14, 2020, the Company entered into the Adjuvant Purchase Agreement with Adjuvant Global Health Technology Fund, L.P., pursuant to which the Company sold unsecured convertible promissory notes in aggregate principal amount of $25.0 million.

~~Indemnification Arrangements~~

We entered into indemnification agreements with each of our officers and directors and purchased directors’ and officers’ liability insurance. Our indemnification agreements and amended and restated bylaws require us to indemnify our directors and officers to the fullest extent permitted under Delaware law.

~~Employment Arrangements~~

~~We entered into employment arrangements with our named executive officers as is further described under “Current Employment Agreements” above.~~

Other Matters

The Board knows of no other business which will be presented to the ~~Annual~~Special Meeting. If any other business is properly brought before the ~~Annual~~Special Meeting, proxies will be voted in accordance with the judgment of the persons named therein. No director, executive officer or nominee for director, nor any associate of any of the foregoing, has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the ~~Meeting (except for the election of directors proposal).~~Special Meeting.

Stockholder ~~Proposals and Nominations for Director~~

In nominating candidates for election as a director, the Nominating and Corporate Governance Committee will consider a reasonable number of candidates for director recommended by a single stockholder who has held over 0.1% of our common stock for over one year and who satisfies the notice, information and consent provisions set forth in our amended and restated bylaws and corporate governance guidelines. Stockholders who wish to recommend a candidate may do so by writing to the Nominating and Corporate Governance Committee in care of the Corporate Secretary, Evofem Biosciences, Inc., 12400 High Bluff Drive, Suite 600, San Diego, CA 92130. Our amended and restated bylaws state the procedures for a stockholder to bring a stockholder proposal or nominate an individual to serve as a director of the Board. Our amended and restated bylaws provide that advance notice of a stockholder’s proposal or nomination of an individual to serve as a director must be delivered to our Corporate Secretary at our corporate offices not earlier than the one hundred twentieth (120th) day, nor later than the close of business on the ninetieth (90th) day, prior to the anniversary of the previous year’s annual meeting of stockholders. However, our amended and restated bylaws also provide that in the event that the date of the annual meeting is advanced by more than thirty (30) days, or delayed by more than seventy (70) days, from the anniversary date of the preceding year’s annual meeting, notice must be received no earlier than the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or, if the first public announcement of the date of such annual meeting is less than one-hundred (100) days prior to the date of such annual meeting, the tenth (10th) day following the day on which the public announcement of the date of such meeting is first made. In addition to meeting the advance notice provisions mentioned above, the stockholder in its notice must provide the information required by our amended and restated bylaws to bring a stockholder proposal or nominate an individual to serve as a director of the Board.Proposal

A copy of the full text of the provisions of our amended and restated bylaws dealing with ~~stockholder nominations and proposals~~this proposal is available to stockholders from our Corporate Secretary upon written request. ~~The Nominating and Corporate Governance Committee will use the same evaluation process for director nominees recommended by stockholders as it uses for other director nominees.~~


18			~~www.evofem.com~~Evofem Biosciences, Inc. \| 2023 Proxy Statement			67

~~Important Information About the Annual Meeting and Voting~~

~~Why is the Company Soliciting My Proxy?~~

The Board is soliciting your proxy to vote at the 2022 annual meeting of stockholders of the Company to be held at the Company’s headquarters at 12400 High Bluff Drive, Suite 600, San Diego, California 92130 in the 6th floor board room, on Wednesday, May 4, 2022 at 8:00 a.m. Pacific Daylight Time and any adjournments of the meeting, which we refer to as the Annual Meeting. The proxy statement along with the accompanying Notice of Annual Meeting of Stockholders (the Notice) summarizes the purposes of the meeting and the information you need to know to vote at the Annual Meeting.

We have made available to you on the Internet or have sent you this proxy statement, the Notice of Annual Meeting of Stockholders, the proxy card and a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the Annual Report) because you owned shares of the Company’s common stock and/or our Series C Preferred Stock on the record date March 28, 2022. The Company intends to commence distribution of the Important Notice Regarding the Availability of Proxy Materials, which we refer to throughout this proxy statement as the Notice, and, if applicable, the proxy materials to stockholders on or about March 30, 2022.

~~Why Did I Receive a Notice in the Mail Regarding the Internet Availability of Proxy Materials Instead of a Full Set of Proxy Materials?~~

As permitted by the rules of the U.S. Securities and Exchange Commission, or the SEC, we may furnish our proxy materials to our stockholders by providing access to such documents on the Internet, rather than mailing printed copies of these materials to each stockholder. Most stockholders will not receive printed copies of the proxy materials unless they request them. We believe that this process should expedite stockholders’ receipt of proxy materials, lower the costs of the annual meeting and help to conserve natural resources. If you received the Notice by mail or electronically, you will not receive a printed or email copy of the proxy materials, unless you request one by following the instructions included in the Notice. Instead, the Notice instructs you as to how you may access and review all of the proxy materials and submit your proxy on the Internet. If you requested a paper copy of the proxy materials, you may authorize the voting of your shares by following the instructions on the proxy card, in addition to the other methods of voting described in this proxy statement.

~~Who Can Vote?~~

Only stockholders who owned our common stock and/or our Series C Preferred Stock at the close of business on March 28, 2022 are entitled to vote at the Annual Meeting. On this record date, there were [XXX] shares of our common stock outstanding and entitled to vote and [XXX] shares of our Series C Preferred Stock entitled to vote.

You do not need to attend the Annual Meeting to vote your shares. Shares represented by valid proxies, received in time for the Annual Meeting and not revoked prior to the Annual Meeting, will be voted at the Annual Meeting. For instructions on how to change or revoke your proxy, see “May I Change or Revoke My Proxy?” below.

~~How Many Votes Do I Have?~~

Each share of our common stock that you own entitles you to one vote on each proposal properly brought before the meeting. Each share of Series C Preferred Stock is entitled to [XXX] votes on Proposal 3, however, the Series C Preferred Stock shall not be entitled to vote on any other proposal or matter brought before the meeting.

~~How Do I Vote?~~

Whether you plan to attend the Annual Meeting or not, we urge you to vote by proxy. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via Internet or telephone. You may specify whether your shares should be voted for or withheld for each nominee for director and whether your shares should be voted for, against or abstain with respect to the proposals. If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board’s recommendations as noted below. Voting by proxy will not affect your right to attend the Annual Meeting. If your shares are registered directly in your name through our stock transfer agent, Philadelphia Stock Transfer, Inc., or you have stock certificates registered in your name, you may vote:

•~~By Internet (www.proxyvote.com).~~ Use the Internet to transmit your voting instructions and for electronic delivery of information. Have your proxy card and 12-digit control number(s) in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.


68			~~Evofem Biosciences, Inc. \| 2022 Proxy Statement~~

•~~By telephone (1-800-690-6903).~~ ~~Use a touch-tone phone to transmit your voting instructions. Have your proxy card and 12-digit control number(s) in hand when you call and then follow the instructions.~~

•~~By mail.~~ ~~If you received a proxy card by mail, you can vote by mail by completing, signing, dating and returning the proxy card as instructed on the card.~~

•~~In person at the meeting.~~ ~~If you attend the meeting, you may deliver a completed proxy card in person or you may vote by completing a ballot, which will be available at the meeting.~~

~~Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on Tuesday, May 3, 2022.~~

If your shares are held in “street name” (held in the name of a bank, broker or other holder of record), you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting also will be offered to stockholders owning shares through certain banks and brokers.If your shares are not registered in your own name and you plan to vote your shares in person at the Annual Meeting, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card and bring it to the Annual Meeting in order to vote.

~~How Does the Board Recommend That I Vote on the Proposals?~~

~~The Board recommends that you vote as follows:~~

•~~“FOR” the election of the three nominees for director;~~

•~~“FOR” the approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers, as disclosed in this proxy statement;~~

•"FOR" the amendment of the Company's certificate of incorporation to effect a reverse stock split of the Company's common stock at a ratio of between 1-for-[x] and 1-for-[x] and to reduce the number of authorized shares of common stock from 500,000,000 shares to [XXX] shares; and

•~~“FOR” the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for our fiscal year ending December 31, 2022.~~

If any other matter is presented at the Annual Meeting, your proxy provides that your shares will be voted by the proxy holder listed in the proxy in accordance with his or her best judgment. At the time this proxy statement was first made available, we knew of no matters that needed to be acted on at or would be brought before the Annual Meeting, other than those discussed in this proxy statement.

~~May I Change or Revoke My Proxy?~~

~~If you give us your proxy, you may change or revoke it at any time before the Annual Meeting. You may change or revoke your proxy in any one of the following ways:~~

•~~if you received a proxy card, by signing a proxy card with a date later than your previously delivered proxy and submitting it as instructed above;~~

•~~by re-voting by Internet or by telephone as instructed above; or~~

•by notifying the Company’s Secretary in writing before the Annual Meeting that you have revoked your proxy; or by attending the Annual Meeting in person and voting in person. Attending the Annual Meeting in person will not in and of itself revoke a previously submitted proxy. You must specifically request at the Annual Meeting that it be revoked.

~~Your most current vote, whether by telephone, Internet or proxy card is the one that will be counted.~~

~~What if I Receive More Than One Notice or Proxy Card?~~

You may receive more than one Notice or proxy card if you hold shares of our common stock and/or our Series C Preferred Stock in more than one account, which may be in registered form or held in street name. Please vote in the manner described above under “How Do I Vote?” for each account to ensure that all of your shares are voted.

~~Will My Shares be Voted if I Do Not Vote?~~

If your shares are registered in your name or if you have stock certificates, they will not be counted if you do not vote as described above under “How Do I Vote?” If your shares are held in street name and you do not provide voting instructions to the bank, broker or other nominee that holds your shares as described above, the bank, broker or other nominee that holds your shares does not have the authority to vote your unvoted shares on certain of the proposals set forth in this proxy statement without receiving instructions from you. Therefore, we encourage you to provide voting instructions to your bank, broker or other nominee. This ensures your shares will be voted at the Annual Meeting.Appendix A ~~“broker non-vote” will occur if your broker cannot vote your shares on a particular matter because it has not received instructions from you.~~


			~~www.evofem.com~~			69

~~What Vote is Required to Approve Each Proposal and How are Votes Counted?~~


~~Proposal 1: Elect Directors~~						The nominees for director who receive the most votes (also known as a “plurality” of the votes cast) will be elected. You may vote either FOR all the nominees, WITHHOLD your vote from all of the nominees or WITHHOLD your vote from any one or more of the nominees. Votes that are withheld will not be included in the vote tally for the election of directors. Abstentions will have no effect on the results of this vote. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the election of the directors. As a result, any shares not voted by a customer will be treated as a broker non-vote. These broker non-votes will have no effect on the results of this vote.
~~Proposal 2: Non-Binding Advisory Vote to Approve the Compensation of Our Named Executive Officers~~						The affirmative vote of a majority of the votes cast either affirmatively or negatively, at a meeting at which a quorum is present, is required to approve this non-binding advisory proposal. Abstentions will have no effect on the results of this vote. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the approval of the non-binding advisory vote to approve the compensation of our named executive officers.
~~Proposal 3: Reverse Stock Split~~						The affirmative vote of a majority of the combined voting power of the outstanding shares of common stock and Series C Preferred Stock, voting together as a single class as of the record date is required to approve this proposal. Abstentions and broker non-votes are not counted in determining the number of shares voted for or against this proposal. However, abstentions and broker non-votes will be counted as entitled to vote and will, therefore, have the same effect as a vote “against” this proposal.
~~Proposal 4: Ratify Selection of Independent Registered Public Accounting Firm~~						The affirmative vote of a majority of the total votes cast on the proposal is required to ratify the selection of our independent registered public accounting firm. Abstentions will have no effect on the results of this vote. Brokerage firms have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. If a broker does not exercise this authority, such broker non-votes will have no effect on the results of this vote. We are not required to obtain the approval of our stockholders to select our independent registered public accounting firm. However, if our stockholders do not ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2022, the Audit Committee of our Board will reconsider its selection.

~~Where Can I Find the Voting Results of the Annual Meeting?~~

The preliminary voting results will be announced at the Annual Meeting, and we will publish preliminary, or final results if available, in a Current Report on Form 8-K within four business days of the Annual Meeting. If final results are unavailable at the time we file the Form 8-K, then we will file an amended report on Form 8-K to disclose the final voting results within four business days after the final voting results are known.

~~What Are the Costs of Soliciting these Proxies?~~

We will pay all of the costs of soliciting these proxies. Our directors and employees may solicit proxies in person or by telephone, fax or email. We will pay these employees and directors no additional compensation for these services. We will ask banks, brokers and other institutions, nominees and fiduciaries to forward these proxy materials to their principals and to obtain authority to execute proxies. We will then reimburse them for their expenses.

We have engaged Kingsdale Shareholder Services, U.S. LLC to act as our proxy solicitor in connection with the proposals to be acted upon at our annual meeting. For those services we will pay Kingsdale Shareholder Services, U.S. LLC approximately $10,000 plus expenses.

~~What Constitutes a Quorum for the Annual Meeting?~~

The presence, in person or by proxy, of the holders of a majority of the voting power of all outstanding shares of our common stock entitled to vote at the Annual Meeting is necessary to constitute a quorum at the Annual Meeting. Votes of stockholders of record who are present at the Annual Meeting in person or by proxy, abstentions, and broker non-votes are counted for purposes of determining whether a quorum exists. Holders of Series C Preferred Stock will not be counted for purposes of determining if a quorum is present. In accordance with our amended and restated bylaws, the chairperson of the Annual Meeting or a majority of the shares so represented may adjourn the Annual Meeting from time to time, whether or not there is such a quorum.


70			~~Evofem Biosciences, Inc. \| 2022 Proxy Statement~~

~~Important Information About the Annual Meeting and Voting~~

~~Attending the Annual Meeting~~

The Annual Meeting will be held at 8:00 a.m., Pacific Daylight Time, on Wednesday, May 4, 2022, at the Company’s headquarters at 12400 High Bluff Drive, Suite 600, San Diego, California 92130 in the 6th floor board room. You need not attend the Annual Meeting in order to vote. Due to the public health impact of the COVID-19 pandemic and governmental restrictions limiting the number of people who may gather together, and to support the health and well-being of our stockholders, employees and communities, attendees will be required to wear a self-provided mask while on the premises, and required to practice social distancing. Any person in attendance who exhibits cold or flu-like symptoms or who has been exposed to COVID-19 may be asked to leave the premises for the protection of the other attendees. The Company reserves the right to take any additional precautionary measures it deems appropriate in relation to the physical meeting and access to its premises.

~~What happens if a change to the annual meeting is necessary due to COVID-19?~~

We are sensitive to public health and travel risks and concerns related to COVID-19, and may announce alternative arrangements for the annual meeting, including holding the annual meeting solely by means of remote communication. If we take this step, we will announce the changes in advance by press release, posted on our website (www.evofem.com) and filed with the SEC as additional proxy materials and as otherwise required by applicable state law. A meeting held solely by remote means will have no impact on stockholders’ ability to provide their proxy by using the internet or telephone or by completing, signing, dating and mailing their proxy card as discussed above. As always, we encourage you to vote your shares prior to the annual meeting.

~~Householding of Annual Disclosure Documents~~

U.S. Securities and Exchange Commission (SEC) rules concerning the delivery of annual disclosure documents allow us or your broker to send a single Notice or, if applicable, a single set of our proxy materials to any household at which two or more of our stockholders reside, if we or your broker believe that the stockholders are members of the same family. This practice, referred to as “householding,” benefits both you and us. It reduces the volume of duplicate information received at your household and helps to reduce our expenses. The rule applies to our Notices, annual reports, proxy statements and information statements. Once you receive notice from your broker or from us that communications to your address will be “householded,” the practice will continue until you are otherwise notified or until you revoke your consent to the practice. Stockholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.

If your household received a single Notice or, if applicable, a single set of proxy materials this year, but you would prefer to receive your own copy, please contact our transfer agent, Philadelphia Stock Transfer, Inc., by calling their toll free number, 1-866-223-0448.

If you do not wish to participate in householding and would like to receive your own Notice or, if applicable, set of the Company’s proxy materials in future years, follow the instructions described below. Conversely, if you share an address with another Company stockholder and together both of you would like to receive only a single Notice or, if applicable, set of proxy materials, follow these instructions:

•If your Company shares are registered in your own name, please contact our transfer agent, Philadelphia Stock Transfer, Inc., and inform them of your request by calling them at 1-866-223-0448 or writing them at Philadelphia Stock Transfer, Inc., 2320 Haverford Rd., Suite 230, Ardmore, Pennsylvania 19003.

•If a broker or other nominee holds your Company shares, please contact the broker or other nominee directly and inform them of your request. Be sure to include your name, the name of your brokerage firm and your account number.


			~~www.evofem.com~~			71

~~Appendix A~~

~~Preliminary Copy~~


x☐			Preliminary Proxy Statement

☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐x			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material Under Rule 14a-12


~~Always Evolving.~~	~~Overcoming Limitations.~~	~~Defying Boundaries.~~
~~Empowering the Lives of Women Worldwide.~~


Name and Address of Beneficial Owner	Shares Beneficially Owned	Percent of Class Beneficially Owned
Directors and Named Executive Officers
Gillian Greer, Ph.D. (1)	15,170	*
Kim Kamdar, Ph.D. (2)	16,650	*
Tony O’Brien (3)	15,712	*
Lisa Rarick, M.D. (4)	15,016	*
Colin Rutherford (5)	16,591	*
Saundra Pelletier (6)	343,670	*
Justin J. File (7)	80,312	*
Katherine Atkinson (8)	3,140	*
Directors and executive officers as a group (8 Persons) (9)	504,997	0.3 %
Holders of Greater than 5%
Keystone Capital Partners, LLC (10)	15	21.4	%
Cavalry Fund I LP (11)	5	7.1	%
Mercer Street Global Opportunity Fund, LLC (12)	20	28.6	%
Seven Knots, LLC (13)	5	7.1	%
Pinz Capital Special Opportunities Fund, LP (14)	5	7.1	%
Walleye Opportunities Master Fund (15)	10	14.3	%
Stratgyx, LLC (16)	5	7.1	%
Jim Fallon (17)	5	7.1	%
Holders of Greater than 5% as a group (8 persons)	70	100 %


			~~Board Composition~~
			•Balanced and effective Board composition, supplemented by a thoughtful approach to refreshment, is a priority for Evofem. The selection of a qualified group of directors with an appropriate mix of skills, experience, and attributes is essential to the Board’s successful oversight of Evofem’s journey. The Board manages Board composition and refreshment with significant support from the Nominating and Corporate Governance Committee.
			~~Board Effectiveness~~
			•~~The Board considers director attendance at Board and Board Committee meetings an essential duty of a director.~~ •There were 11 meetings of the Board during 2021. The independent directors meet in executive session, without the Chief Executive Officer present, in conjunction with each regularly scheduled Board meeting. Dr. Hall, in his prior role as Chair of the Board, presided at the executive sessions. There were a total of 13 meetings of the Board Committees during 2021. For 2021, all of the directors attended at least 75% of the aggregate of all meetings of the Board and of the Board Committees on which they served. •Pursuant to Evofem’s Corporate Governance Guidelines, all directors are generally expected to attend the Annual Meeting. All directors who stood for election at the 2021 Annual Meeting attended the 2021 Annual Meeting.
			~~Engaged Oversight~~
			•The Board fulfills its oversight role with respect to Evofem’s strategy through year-round discussions and presentations covering company-wide and business unit specific updates. The Board also provides oversight with respect to other key areas, including management succession planning, human capital management (including diversity, equity, and inclusion), sustainability (including climate-related issues), corporate social responsibility, lobbying and public policy, risk management, and cybersecurity.
			~~Accountability~~
			•~~Evofem proactively engages with significant stockholders throughout the year. Dialogue, transparency, and responsiveness are the cornerstones of our stockholder engagement program.~~ •~~Interactive investor dialogue provides perspective on investor concerns.~~
			~~Board Structure~~
			•Evofem aims to maintain a balanced and independent Board that is committed to representing the long-term interests of Evofem’s stockholders and has the substantial and diverse expertise necessary to oversee Evofem’s strategic and business planning as well as management’s approach to addressing significant risks and challenges facing Evofem.


Name	Fees Earned or Paid in Cash ($)	Option Awards(1) ($)	Totals ($)
William Hall, Ph.D., M.D.(2)	88,458	88,227	176,685
Gillian Greer, Ph.D.	62,500	88,227	150,727
Kim Kamdar, Ph.D.	71,250	88,227	159,477
Tony O’Brien	75,000	88,227	163,227
Lisa Rarick, M.D.	52,120	88,227	140,347
Colin Rutherford	70,000	88,227	158,227



			~~2022~~
			~~Notice of Annual Meeting of Stockholders~~ ~~and Proxy Statement~~ ~~Wednesday, May 4, 2022 8:00 a.m. Pacific Daylight Time~~


~~Letter to Our Stockholders~~Important Information About the Special Meeting and Voting						3
~~Notice of 202~~2 ~~Annual Meeting of Stockholders~~						4
~~About Evofem~~						9
~~Proxy Voting Roadmap~~						12
~~Corporate Governance Matters~~						14
~~PROPOSAL 1: Election of Directors~~						14
~~The Board of Directors~~						14
~~Corporate Governance~~						23
~~Executive Officers~~						34
~~Executive Compensation Matters~~						36
~~PROPOSAL 2: Non-Binding Advisory Vote to Approve the Compensation~~ of ~~Our Named Executive Officers~~						36
~~Letter from the Compensation Committee Chair~~						37
~~Executive Compensation~~						38
~~Summary Compensation Tables~~						46
~~PROPOSAL 3:~~ R~~everse Stock Split~~						52
~~Audit Matters~~						59
~~PROPOSAL 4: Independent Registered Public Accounting Firm~~						59
~~Independent Registered Public Accounting Firm’s Fees~~						59
~~Pre-Approval Policies and Procedures~~						59
~~Report of Audit Committee~~						60
~~Other Information~~						616
Security Ownership of Certain Beneficial Owners and Management						6110
~~Equity Compensation Plan Information~~PROPOSAL 1: Approval of Reverse Stock Split						6212
~~Related Person Transactions~~						62






















Other Matters						6718
Stockholder ~~Proposals and Nominations for Director~~Proposal						67
~~Important Information About the Annual Meeting and Voting~~						6818

Appendix
Appendix A Proxy Cards



			Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on May 4, 2022. This proxy statement and our 2021 Annual Report on Form 10-K are available for viewing, printing and downloading at www.proxyvote.com. To view these materials please have your 16-digit control number(s) available that appears on your notice or proxy card. On this website, you can also elect to receive future distributions of our proxy statements and annual reports to stockholders by electronic delivery. Additionally, you can find a copy of our 2021 Annual Report on Form 10-K, which includes our financial statements, for the fiscal year ended December 31, 2021, on the website of the Securities and Exchange Commission at www.sec. gov, or in the “SEC Filings” section of the “Investors” section of our website at www.evofem.com. You may also obtain a printed copy of our Annual Report on Form 10-K, including our financial statements, for the fiscal year ended December 31, 2021, free of charge from us by sending a written request to: Alexander A. Fitzpatrick, Evofem Biosciences, Inc., 12400 High Bluff Drive, Suite 600, San Diego, California 92130. Exhibits will be provided upon written request and payment of an appropriate processing fee.


~~Our Product and Pipeline~~ ~~FDA-approved Phexxi® (lactic acid, citric acid and potassium bitartrate) vaginal gel is the first and only hormone-free, on-demand, prescription contraception that a woman can control.~~ Fulfilling a critical unmet need in the contraceptive space, Phexxi provides an FDA-approved localized option designed for women to use at their discretion 0-60 minutes prior to each act of intercourse. Because Phexxi is a non-hormonal birth control, it is not associated with side effects like depression, mood swings and irritability. Taking hormones may not be right for some women, especially for those with certain medical conditions including clotting disorders and most cancers, limiting their birth control options. Phexxi provides a hormone-free contraceptive option for women who cannot or do not want to use a hormonal contraceptive as their birth control method. Phexxi is the hormone-free birth control women have been waiting for.
			~~Phexxi® – the First and Only~~ ~~Hormone-Free, On-Demand Prescription~~ ~~Contraceptive Vaginal Gel~~

~~Proven Safe and Effective~~ Phexxi is proven to prevent pregnancies without hormones. It is 93% effective at preventing pregnancy when used as directed by a healthcare provider, and 86% effective with typical use; typical use includes women who may not have correctly followed the Instructions for Use during the registrational AMPOWER trial. ~~Phexxi was 99% effective per-act-of-intercourse~~ ~~with typical use~~ ~~per a~~ ~~post hoc~~ ~~analysis, based on 101 pregnancies (n=1182) over 24,289 acts of intercourse. The per-act-of-intercourse pregnancy risk was .415%~~


~~Prescriptions and Dispensed Units~~			~~Phexxi Net Product Sales~~

~~Source: XPO Dispensed Units & TRx from Pharmacy (including Knipper), 340b/VA data from Chargeback data from Cardinal 3PL, ~500 units/Rx from Carepoint Pharmacy~~


Average director attendance at fiscal 2021 Board and committee meetings

93.8%	100%	100%	100%
Board	Audit	Compensation	Nominating and Corporate Governance
Over 75% Board and committee meeting aggregate attendance in fiscal 2021.


~~Responsibilities of the Chair of our Board~~
•~~Leads the CEO succession planning process.~~ •~~Facilitates communication with the Board and presides over regularly conducted executive sessions of the independent directors and sessions where the Chief Executive Officer is not present.~~ •~~Reviews and approves matters, such as schedule sufficiency, and where appropriate, information provided to other Board members.~~ •~~Serves as liaison between Chief Executive Officer and the independent Directors.~~ •~~Has authority to call meetings of the independent Directors.~~ •~~Leads the Board’s evaluation of the CEO (when the Chair is not filled by Ms. Pelletier).~~ •~~Reviews and guides agenda items for Board meetings.~~ •~~Encourages effective Director participation by fostering an environment of open dialogue and constructive feedback among independent Directors.~~ •~~Is involved in selection and interviewing of new Board members.~~ •~~If requested by major stockholders, ensures that he/she is available for consultation and direct communication as needed.~~ •~~If required, represents independent Board members externally.~~ •~~Performs such other duties as the Board may determine from time to time.~~



			~~Oversight of COVID-19~~ The Board and its committees have been actively overseeing the Company’s response to and risk management of the ongoing COVID-19 pandemic, including regular updates from and discussions with Company management. Topics around this ongoing crisis span a broad range of matters, including protecting the health and safety of our employees; expanding benefits for and supporting our employees; evaluating the impact of the pandemic on strategy, operations, liquidity, and financial matters; assessing the Company’s compensation programs; minimizing supply chain disruption; monitoring continued compliance with applicable laws; and supporting the communities in which we operate.



			~~Oversight of Cybersecurity~~ We understand that cybersecurity is a critical component of our business and we have a comprehensive infrastructure and program in place to protect our systems and data. We maintain our cybersecurity infrastructure through a number of security measures including our internal policies and procedures, business processes, and software technology tools to control and monitor our systems and security. We proactively control and monitor all aspects of our business infrastructure security including our network, servers, firewalls, devices, and email security. Our employees receive ongoing training on cybersecurity matters and protocols through periodic Company communications. To ensure the effectiveness of our cybersecurity infrastructure, we also complete an annual penetration test through a third‑party provider which checks for interior and exterior network vulnerabilities. We implement any suggested mitigations necessary to correct any identified security weaknesses. Our Audit Committee has oversight responsibility over our cybersecurity measures. The Audit Committee is briefed quarterly on current cybersecurity matters and initiatives to improve the cybersecurity infrastructure. The Audit Committee regularly briefs the full Board on these matters.



			~~ESG Strategy and Oversight Framework~~ In 2021, we completed a comprehensive assessment to update our priority environmental, social, and governance (ESG) issues. One key insight from the assessment was the interconnectedness of many key ESG issues, such as the impact that inclusion and diversity, climate change, and financial resiliency have on important priorities like colleague attraction and retention and community resiliency. From these findings, we developed a framework to drive our ESG strategy moving forward. Evofem’s Board engages with senior leaders on near and long-term business strategy and reviews management’s performance in delivering on our framework for long-term value creation, including as it relates to sustainability.



			~~Oversight of Strategy~~ Oversight of the Company’s business strategy and strategic planning is a key responsibility of the Board. The Board believes that overseeing and monitoring strategy is a continuous process and takes a multilayered approach in exercising its duties.


	Option Awards
Name	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable	Option Exercise Price ($)	Option Grant Date	Option Expiration Date
William Hall, Ph.D., M.D.(1)	24,691	—	7.29	3/12/2018	3/12/2028
	12,875	—	6.99	5/8/2018	5/8/2028
	50,000	—	6.05	6/5/2019	6/5/2029
	50,000	—	5.06	5/12/2020	5/12/2030
Gillian Greer, Ph.D.	24,691	—	7.29	3/12/2018	3/12/2028
	12,875	—	6.99	5/8/2018	5/8/2028
	50,000	—	6.05	6/5/2019	6/5/2029
	50,000	—	5.06	5/12/2020	5/12/2030
	—	90,000	1.25	5/12/2021	5/12/2031
Kim Kamdar, Ph.D.	6,065	—	37.74	6/16/2015	6/16/2025
	8,905	—	6.78	6/21/2016	6/21/2026
	10,583	—	12.90	5/11/2017	5/11/2027
	2,075	—	13.14	6/20/2017	6/20/2027
	12,875	—	6.99	5/8/2018	5/8/2028
	50,000	—	6.05	6/5/2019	6/5/2029
	50,000	—	5.06	5/12/2020	5/12/2030
	—	90,000	1.25	5/12/2021	5/12/2031
Tony O’Brien	24,691	—	7.29	3/12/2018	3/12/2028
	12,875	—	2.31	7/24/2018	7/24/2028
	50,000	—	6.05	6/5/2019	6/5/2029
	50,000	—	5.06	5/12/2020	5/12/2030
	—	90,000	1.25	5/12/2021	5/12/2031
Lisa Rarick, M.D.	45,833	29,167	5.85	2/25/2020	2/25/2030
	50,000	—	5.06	5/12/2020	5/12/2030
	—	90,000	1.25	5/12/2021	5/12/2031
Colin Rutherford	770	—	43.64	3/8/2017	3/8/2027
	39,691	—	7.29	3/12/2018	3/12/2028
	12,875	—	6.99	5/8/2018	5/8/2028
	5,550	—	2.10	7/31/2018	7/31/2028
	50,000	—	6.05	6/5/2019	6/5/2029
	50,000	—	5.06	5/12/2020	5/12/2030
	—	90,000	1.25	5/12/2021	5/12/2031


			~~Saundra Pelletier~~

						~~Chief Executive Officer, Evofem Biosciences, Inc.~~ ~~Age:~~ 52

			~~Background~~ •Since joining the Company in 2015, Ms. Pelletier has been responsible for Evofem’s rapid growth and evolution, including the Company’s transition to the public market in January 2018 and multiple equity financing rounds that have raised in excess of $500 million. •Under her leadership, the Company launched its first commercial product in September 2020. Phexxi is the first and only hormone-free, on-demand, prescription vaginal gel approved in the United States for the prevention of pregnancy. The Company is developing Phexxi for two potential new indications, the prevention of urogenital transmission of both chlamydia and gonorrhea in women, and expects to report top-line data from the registrational Phase 3 EVOGUARD trial in 2H 2022. •Ms. Pelletier brings more than two decades of broad executive leadership experience to Evofem, including a strong track record driving multiple billion-dollar product launches, expanding commercial capabilities in ex-U.S. markets and advocating for women’s health. Throughout her career, she has had oversight and accountability for Sales, Marketing, Operations, Medical Affairs, Regulatory Affairs, Manufacturing, Customer Service, Business Development, and Strategic Partnerships. •Ms. Pelletier was previously the founding CEO of Woman Care Global (WCG), an international nonprofit organization focused on creating sustainable supply chains that delivered products to women in more than 100 developing countries. Under her leadership, WCG secured approximately $68M in committed funding from major foundations and USAID. •Earlier in her career, Ms. Pelletier served as Corporate Vice President and Global Franchise Leader for G.D. Searle, where she managed a $250 million business unit focused on women’s healthcare. She later moved to Women First Healthcare, where she served as Vice President of Pharmaceuticals and raised $40 million in capital. •She is a Director of TRACON Pharmaceuticals, Inc., a clinical stage biopharmaceutical company focused on novel targeted therapeutics for cancer, where she serves as the chair of the Governance/Nomination Committee and is a member of the Audit Committee. She is also on the Board of Directors of the Center for Community Solutions, a San Diego-based non-profit organization focused on ending domestic violence. •Ms. Pelletier is a published author, skilled moderator and coveted keynote speaker. She has appeared at the Harvard T. H. Chan School of Public Health, the Davos World Economic Forum, the Clinton Global Initiative, the International Conference on Climate Change, the MAKERS Conference, Women Deliver, the International Conference on Family Planning, the Reproductive Health Supplies Coalition, the University of Virginia’s Darden School of Business, the University of Oregon’s Lundquist School of Business, Husson University, and the University of California, San Diego. Recent podcast appearances include Pharma Voice Woman of the Week, FemTech Focus, Breastcancer.org, HERmd, and the Skinny Confidential.


			~~Justin J. File~~

						~~Chief Financial Officer~~ ~~Age:~~ 51

			~~Background~~ •~~Justin J. File served as Private Evofem’s Chief Financial Officer from April 2015 until January 2018 and has served as our Chief Financial Officer since January 2018.~~ •~~Mr. File has also served as the Chief Financial Officer of the women’s health nonprofit organization WCG Cares from November 2017 to May 2018.~~ •~~Mr. File has approximately 28 years of diverse accounting and finance experience within a variety of both public and private biotechnology and biopharmaceutical companies.~~ •Most recently, Mr. File provided executive financial and accounting oversight services to various biotechnology companies in San Diego, California, assisting in their initial public offering process and helping to establish and improve their accounting and finance operations as publicly traded entities. Prior to this, Mr. File was Senior Director and Controller of Sequenom, Inc., a diagnostic company that developed and commercialized molecular diagnostics testing services for the women’s health market. During that time, Mr. File served as Treasurer of Sequenom’s diagnostic subsidiary and provided assistance in the raising of over $400 million in combined equity and convertible note offerings. •~~Mr. File also assisted in the commercialization of four diagnostic tests in a two-year period, which included Sequenom’s revolutionary noninvasive prenatal test for Down syndrome.~~ •Earlier in his career Mr. File worked for approximately ten years in public accounting, primarily with Arthur Andersen LLP, where he worked with a variety of clients assisting with attestation and periodic reporting requirements, public offerings and acquisitions. •~~Mr. File graduated from Central Washington University with a Bachelor of Science in Accounting and Business Administration. He is a Certified Public Accountant (inactive).~~


			~~Alexander A. Fitzpatrick, Esq.~~

						~~General Counsel and Secretary~~ ~~Age:~~ 55

			~~Background~~ •Alexander A. Fitzpatrick, Esq. served as the Executive Vice President, General Counsel and Secretary of Private Evofem from October 2017 until January 2018 and has served as our Executive Vice President, General Counsel and Secretary since January 2018. •~~Mr. Fitzpatrick is responsible for our corporate governance, legal, corporate development, intellectual property and risk management functions.~~ •Prior to joining Evofem, Mr. Fitzpatrick served as Chief Legal Officer of Kyriba Corporation from 2014 to 2015 and Senior Vice President, General Counsel, Compliance Officer and Secretary of Verenium Corporation, a publicly traded biotechnology company from 2010 to 2014. Prior to that, Mr. Fitzpatrick served as Senior Vice President, General Counsel and Secretary of Kintera, Inc., a publicly traded technology company. Following the sale of Kintera, Mr. Fitzpatrick continued to serve in a similar position for a major division of Blackbaud, Inc. •Prior to moving in-house, Mr. Fitzpatrick was a member of the business, corporate and technology departments with the law firms Cooley LLP and Latham & Watkins LLP in San Diego, and Rogers & Wells LLP (now Clifford Chance) in London. Mr. Fitzpatrick represented pharmaceutical and other technology companies, investment banks and venture capitalists in a variety of transactions including numerous collaborations, mergers and acquisitions, intellectual property matters, licensing and financing activity. •~~Mr. Fitzpatrick received a B.S. in mathematics from Georgetown University and a J.D. from the University of California, Berkeley (Boalt Hall).~~


Name	2021 ($)	2022 ($)	Increase
Saundra Pelletier	812,083	812,083	—
Justin J. File	589,240	589,240	—
Alex Fitzpatrick	469,310	488,083	4%


Name and Principal Position	Year Ended December 31st	Cash Incentive % of Annual Salary Actually Earned	Cash Incentive Bonus Actually Earned ($)	Year Over Year Reduction
Saundra Pelletier, Chief Executive Officer	2021	55%	$401,981	(62)	%
	2020	100%	$1,045,850
Justin J. File, Chief Financial Officer	2021	41%	$218,755	(51)	%
	2020	75%	$444,932
Alex Fitzpatrick, General Counsel	2021	28%	$116,154	(49)	%
	2020	50%	$225,630


Name and Principal Position	Year Ended December 31st	Value of Performance Based Restricted Stock Awards	Year Over Year Reduction
Saundra Pelletier, Chief Executive Officer	2021	$171,400	(87)	%
	2020	$1,302,900
Justin J. File, Chief Financial Officer	2021	$68,560	(90)	%
	2020	$651,450
Alex Fitzpatrick, General Counsel	2021	$68,560	(90)	%
	2020	$651,450


Name	Year Ended December 31st	Salary ($)	Bonus ($)	Restricted Stock Awards ($)	All Other Compensation ($)	Total ($)	Reduction Year over Year
Saundra Pelletier	2021	$812,083	$401,981	$171,400	$20,521	$1,405,985	(55)	%
	2020	$780,850	$1,045,850	$1,302,900	$14,744	$3,144,344


Name and Principal Position	Year Ended December 31,	Salary ($)		Bonus ($)(1)		Restricted Stock Awards(2) ($)		Option Awards(2) ($)		All Other Compensation(3) ($)		Total ($)
Saundra Pelletier Chief Executive Officer	2021	812,083		401,981		171,400	(4)	1,787,940	(5)	20,521	(6)	3,193,925
	2020	780,850		1,045,850	(7)	1,302,900	(8)	1,044,000	(9)	14,744		4,188,344
Justin J. File Chief Financial Officer	2021	589,240		218,755		68,560	(10)	383,130	(11)	1,242		1,260,927
	2020	566,577		444,932	(12)	651,450	(13)	348,000	(14)	3,076		2,014,035
Russ Barrans(15) Chief Commercial Officer	2021	471,960	(16)	110,726		117,330	(17)	383,130	(18)	67,030	(19)	1,150,176
	2020	491,625		265,813	(20)	816,450	(21)	348,000	(22)	5,538		1,927,426
Alexander A. Fitzpatrick(23) General Counsel	2021	469,310		116,154		68,560	(24)	383,130	(25)	8,740	(26)	1,045,894
	2020	451,260		225,630	(27)	651,450	(28)	348,000	(29)	1,242		1,677,582


	Option Awards
Name	Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Unexercisable	Option Exercise Price ($)	Option Grant Date	Option Expiration Date
Saundra Pelletier	6,719	(1)	—	79.87	6/3/2013	6/3/2023
	42,076	(2)	—	46.36	9/28/2016	9/28/2026
	825,000		—	7.29	3/12/2018	3/12/2028
	313,500		—	2.10	7/31/2018	7/31/2028
	284,625		—	3.45	11/28/2018	11/28/2028
	183,333		116,667	4.87	2/5/2020	2/5/2030
	145,833		554,167	3.25	2/3/2021	2/3/2031
Justin J. File	23,099	(3)	—	46.36	9/28/2016	9/28/2026
	300,000		—	7.29	3/12/2018	3/12/2028
	114,000		—	2.10	7/31/2018	7/31/2028
	103,500		—	3.45	11/28/2018	11/28/2028
	61,111		38,889	4.87	2/5/2020	2/5/2030
	31,250		118,750	3.25	2/3/2021	2/3/2031
Alexander A. Fitzpatrick	275,000		—	7.29	3/12/2018	3/12/2028
	104,500		—	2.10	7/31/2018	7/31/2028
	100,000		—	3.45	11/28/2018	11/28/2028
	61,111		38,889	4.87	2/5/2020	2/5/2030
	31,250		118,750	3.25	2/3/2021	2/3/2031
Russell Barrans(5)	5,133	(4)	—	46.36	9/28/2016	9/28/2026
	260,000		—	7.29	3/12/2018	3/12/2028
	98,800		—	2.10	7/31/2018	7/31/2028
	97,222		—	3.45	11/28/2018	11/28/2028
	58,333		—	4.87	2/5/2020	2/5/2030
	28,125		—	3.25	2/3/2021	2/3/2031


	Fiscal Year 2021		Fiscal Year 2020
Audit Fees(1)	$	857,675	$	841,453
Audit-Related Fees		—		—
Tax Fees(2)		76,602		157,785
All Other Fees(3)		1,895		1,895
Total	$	936,172	$	1,001,133


Name and Address of Beneficial Owner	Shares Beneficially Owned	Percent of Shares Beneficially Owned
5% Stockholders
CVI Investments, Inc.(1) Heights Capital Management, Inc., investment manager 101 California Street, Suite 3250 San Francisco, California 94111	10,000,000	6.0%
Directors and Named Executive Officers
Gillian Greer, Ph.D.(2)	137,566	*
Kim Kamdar, Ph.D.(3)	159,790	*
Tony O’Brien(4)	145,706	*
Lisa Rarick, M.D.(5)	114,416	*
Colin Rutherford(6)	158,886	*
Saundra Pelletier(7)	3,359,839	2.0%
Justin J. File(8)	1,486,303	*
Alex Fitzpatrick(9)	1,124,394	*
Directors and executive officers as a group (8 Persons)(10)	6,686,900	3.9%


Plan Category	Number of Securities to be Issued Upon Exercise of Awards (a)	Weighted Average Exercise Price of Outstanding Awards (b)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))
Equity compensation plans approved by Stockholders(1)	10,545,173	$	4.41	4,534,842
Equity compensation plans not approved by Stockholders(3)	440,615	$	4.16	794,737
Total	10,985,788			5,329,579


Name	Shares of Common Stock Issued in the Financing	Shares of Common Stock Issued in Connection with the Merger	Warrants to Purchase Shares of Common Stock Issued in Connection with the Merger (1)
Omnis Income & Growth Fund a sub-fund of Omnis Portfolio Investments ICVC	None.	171,975	50,000
Woodford Patient Capital Trust Plc	None.	1,672,611	475,000
LF Woodford Equity Income Fund, a sub fund of LF Woodford Investment Fund	None.	5,620,952	1,475,000
Invesco Perp High Income	375,000	3,144,366	None.
Invesco Perp Income	1,239,289	2,278,843	None.


Name	Shares of Common Stock Issued in the Private Placement	Common Warrants to Purchase Shares of Common Stock Issued in The Private Placement
PDL BioPharma, Inc.	13,333,334	3,333,334
Woodford Patient Capital Trust Plc	2,222,223	555,556
Invesco Perpetual High Income Fund	2,222,222	555,556
Total	17,777,779	4,444,446


	2021	2020	2019
Receivables	$—	$—	$—
Payables	$—	$—	$—
Payments	$—	$—	$1,000
Expenses	$—	$—	$—