Item 1.01. Entry into Material Definitive Agreement.

On January 13, 2022, Evofem Biosciences, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with institutional investors (the "Purchasers") pursuant to which the Company agreed to offer, issue and sell to the Purchasers in a registered direct offering (the "Offering") (i) unsecured 5.0% Senior Subordinated Notes due 2025 of the Company with an aggregate issue price of $5,882,353 (the "Notes") which shall include an original issue discount of $882,353, and (ii) warrants (the "Warrants") to purchase up to 15,006,003 shares of the Company's common stock, $0.0001 par value per share (such underlying shares, the "Warrant Shares"). The Warrants will have an exercise price of $0.392 per share and will be exercisable beginning on July 15, 2022 with a five year term. The aggregate gross proceeds to the Company from the offer and sale of the Notes and Warrants will be approximately $5,000,000 million and aggregate net proceeds to the Company will be approximately $4.7 million, after deducting commissions and estimated offering expenses payable by the Company, including approximately $91,999.98 in commissions in connection with the sale and issuance of the Notes and Warrants as may be required in connection with certain banking engagement letter tail provisions. The Company intends to use the net proceeds from the Offering for (i) the continuation of commercialization activities related to the Company's commercial product, Phexxi® (lactic acid, citric acid, and potassium bitartrate) vaginal gel, (ii) the continuation of its pivotal Phase 3 clinical trial 'EVOGUARD', evaluating EVO100 (L-lactic acid, citric acid, and potassium bitartrate) vaginal gel for the prevention of chlamydia and gonorrhea in women and related development activities, and (iii) general corporate purposes and other capital expenditures.

The Notes carry an interest rate of 5% per annum (which may increase to 18% upon and during the continuance of an event of default). The Notes may be prepaid, in whole or in part, at the Company's option together with all accrued and unpaid interest and fees (including any breakage costs) as of the date of the repayment in accordance with the terms of the Notes. As further described in the Notes, amounts due under the Purchase Agreement and Notes not paid when due will also result in 18.0% late charges, and the holders of the Notes may also require the Company to redeem the Notes upon the occurrence of and during the continuation of an event of default with a redemption premium of 25%. The holders of the Notes may also require the Company to redeem the Notes upon the occurrence of certain subsequent transactions as further described in the Notes.

Pursuant to the terms of the Purchase Agreement, the Company has agreed to certain restrictions on effecting variable rate transactions so long as the Notes are outstanding. Also, pursuant to the terms of the Purchase Agreement, the Purchasers have certain rights to participate in subsequent issuances of the Company's securities, subject to certain exceptions.

The Notes and Warrants will be offered and sold by the Company pursuant to an effective shelf registration statement on Form S-3 (File No. 333-258321), which was originally filed with the Securities and Exchange Commission on July 30, 2021, and was declared effective on August 5, 2021. The Company expects the closing of the sale and issuance of the Notes and Warrants to occur on or about January 14, 2022 subject to the satisfaction of certain customary closing conditions set forth in the Securities Purchase Agreement.

There is no established trading market for the Notes or Warrants, and the Company does not intend to list the Notes or Warrants on any securities exchange or nationally recognized trading system. Without a trading market, the liquidity of the Notes and Warrants may be extremely limited.

The foregoing descriptions of the Purchase Agreement, Notes and the Warrants do not purport to be complete and are qualified in their entirety by reference to the definitive transaction documents. Copies of the Purchase Agreement, the Form of Warrant and the Form of Senior Subordinated Note are attached hereto as Exhibits 10.1, 4.1 and 4.2, respectively, and are incorporated herein by reference.




Item 2.03.     Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
               Sheet Arrangement of a Registrant.

To the extent required by Item 2.03 of Form 8-K, the disclosures set forth in Item 1.01 of this Current Report on Form 8-K are hereby incorporated by reference.

The Company is filing the opinion of its counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., relating to the legality of the issuance and sale of the Notes, Warrants and Warrant Shares as Exhibit 5.1 of this Current Report on Form 8-K.

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Item 9.01. Financial Statements and Exhibits.




      Exhibit No.    Description
      4.1              Form of Warrant
    * 4.2              Form of Senior Subordinated Note
      5.1              Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
    * 10.1             Securities Purchase Agreement
      23.1           Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in
                     Exhibit 5.1)

*Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally a copy of any omitted exhibit or schedule upon request by the SEC.

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