UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 3.03 Material Modifications to Rights of Security Holders.
The Required Holders (as defined in the Certificate of Designation) of Evofem Biosciences, Inc. (the “Company”) approved, via unanimous written consent, the amended and restated certificate of designation (the “Amended Certificate”) to the Company’s certificate of designation designating the rights, preferences and limitations of the Company’s Series F-1 Convertible Preferred Stock (the “Certificate of Designation”). The Amended Certificate provides, among other things, for the removal of the adjustment provisions previously described in Section 8(h) of the Certificate of Designation and changed the Conversion Price to $0.0154 as described in Section 4(b)(ii). Following the approval of the Amended Certificate, via unanimous written consent of the Required Holders, the Company filed the Amended Certificate with the Secretary of State of the State of Delaware on June 20, 2024.
The foregoing description of the Amended Certificate does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Amended Certificate, which is filed as Exhibits 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The matters described in Item 3.03 of this Current Report on Form 8-K related to the filing of the Amended Certificate are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The matters described in Item 3.03 of this Current Report on Form 8-K related to the unanimous written consent of the Required Holders are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Certificate of Designations of Series F-1 Convertible Preferred Stock. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EVOFEM BIOSCIENCES, INC. | ||
| Dated: June 26, 2024 | By: | /s/ Saundra Pelletier |
| Sandra Pelletier | ||
| Chief Executive Officer | ||