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 1.01. Entry into a Material Definitive Agreement.
On July 14, 2024, Evofem Biosciences, Inc., a Delaware corporation (the “Company”), entered into an asset purchase agreement (the “Asset Agreement”), with Lupin Inc. (“Lupin”). Pursuant to the Asset Agreement, Lupin sold to the Company all of its rights and title to Solosec (secnidazole), approved by the Food and Drug Administration (“FDA”) and currently marketed for sale to consumers as SOLOSEC® (the “Product”). The Company also assumed all of Lupin’s rights, title and obligations under that certain Omnibus Acquisition Agreement, dated May 1, 2017 by and among Lupin, Saker Merger Sub LLC, a Delaware limited liability company, Symbiomix Therapeutics, LLC, a Delaware limited liability company, and Shareholder Representative Services LLC, a Colorado limited liability company (the “OAA”). The transactions contemplated by the Asset Agreement closed as of July 14, 2024. Capitalized terms used, but not otherwise defined, herein shall have the respective meanings ascribed to such terms in the Asset Agreement, a copy of which is filed herewith as Exhibit 10.1. As consideration for entering into the Asset Agreement, the Company will pay to Lupin (i) a one-time upfront payment, plus (ii) sales-based payments, plus (iii) assumption of the OAA Liabilities, minus (iv) Seller OAA Contributions.
The Asset Agreement contains customary representations, warranties and indemnities of the Company and Lupin relating to the Product, the Excluded Assets, Excluded Liabilities of Lupin and the Assumed Liabilities.
The foregoing description of the Asset Agreement in this Item 1.01 and the transactions contemplated thereunder is not complete and is qualified in its entirety by reference to the Asset Agreement. A copy of which is hereby filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events
On July 15, 2024, Lupin released a press release announcing its divestiture of the Product through the Asset Agreement. A copy of the press release is filed as Exhibit 99.1 in this Current Report and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1+ | Asset Purchase Agreement, by and between the Company and Lupin Inc. | |
| 99.1 | Lupin press release, dated July 15, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
+ Certain schedules, exhibits, annexes and similar attachments have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.
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: July 18, 2024 | By: | /s/ Saundra Pelletier |
| Saundra Pelletier | ||
| Chief Executive Officer | ||