0001209191-18-004293.txt : 20180118 0001209191-18-004293.hdr.sgml : 20180118 20180118165942 ACCESSION NUMBER: 0001209191-18-004293 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180117 FILED AS OF DATE: 20180118 DATE AS OF CHANGE: 20180118 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Barrans Russell CENTRAL INDEX KEY: 0001726184 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36754 FILM NUMBER: 18534547 MAIL ADDRESS: STREET 1: C/O EVOFEM BIOSCIENCES, INC. STREET 2: 12400 HIGH BLUFF DRIVE, SUITE 600 CITY: SAN DIEGO STATE: CA ZIP: 92130 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Evofem Biosciences, Inc. CENTRAL INDEX KEY: 0001618835 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 208527075 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12400 HIGH BLUFF DRIVE STREET 2: SUITE 600 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: (858) 550-1900 MAIL ADDRESS: STREET 1: 12400 HIGH BLUFF DRIVE STREET 2: SUITE 600 CITY: SAN DIEGO STATE: CA ZIP: 92130 FORMER COMPANY: FORMER CONFORMED NAME: Neothetics, Inc. DATE OF NAME CHANGE: 20140905 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-01-17 0 0001618835 Evofem Biosciences, Inc. EVFM 0001726184 Barrans Russell C/O EVOFEM BIOSCIENCES, INC. 12400 HIGH BLUFF DRIVE, SUITE 600 SAN DIEGO CA 92130 0 1 0 0 Chief Commercial Officer Stock Option (right to buy) 46.36 2018-01-17 4 A 0 3850 A 2026-09-28 Common Stock 3850 3850 D Stock Option (right to buy) 46.36 2018-01-17 4 A 0 1283 A 2026-09-28 Common Stock 1283 1283 D On January 17, 2018, Issuer completed a merger transaction (the "Merger") pursuant to an Agreement and Plan of Merger and Reorganization, dated October 17, 2017, by and among Issuer, Nobelli Merger Sub, Inc., and Evofem Biosciences Operations, Inc., formerly known as Evofem Biosciences, Inc. ("Evofem Operations"), as filed with the Securities and Exchange Commission on Form 8-K on October 17, 2017 (the "Merger Agreement"). Pursuant to the Merger Agreement all issued and outstanding options of Evofem Operations converted into and became options to purchase shares of Issuer's common stock. These options to purchase common stock of Issuer were received in connection with the Merger in exchange for options to purchase shares of common stock of Evofem Operations. Each option to purchase one share of common stock of Evofem Operations was cancelled and exchanged for the right to receive an option to purchase 0.154 shares of common stock of Issuer. The shares of common stock of Issuer exercisable pursuant to the option reported reflect any necessary adjustments to account for the 6 for 1 reverse stock split effected by Issuer on January 17, 2018. Mr. Barrans acquired a vested interest in twenty-five percent (25%) of the shares of common stock exercisable pursuant to the option effective as of September 28, 2016 (the "Vesting Start Date"). The remaining shares shall vest in a series of thirty-six (36) successive equal monthly installments on the monthly anniversary of the Vesting Start Date, such that all shares of common stock of Issuer exercisable pursuant to the option shall be fully vested on September 28, 2019, subject to Mr. Barrans' continued service. Mr. Barrans acquired a vested interest in twenty-five percent (25%) of the shares of common stock exercisable pursuant to the option effective as of September 28, 2017 (the "Vesting Start Date"). The remaining shares shall vest in a series of thirty-six (36) successive equal monthly installments on the monthly anniversary of the Vesting Start Date, such that all shares of common stock of Issuer exercisable pursuant to the option shall be fully vested on September 28, 2020, subject to Mr. Barrans' continued service. /s/ Melanie Ruthrauff Levy, attorney-in-fact 2018-01-18