UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒                     Filed by a Party other than the Registrant ☐

Check the appropriate box:

EVOFEM BIOSCIENCES, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Letter to Our Stockholders

To My Fellow Stockholders:

You are cordially invited to attend the Special Meeting of Stockholders (the “Special Meeting” or “Meeting”) of Evofem Biosciences, Inc. (“Evofem”, the “Company”, “we” or “our”) which will be held at 9:00 a.m. Pacific Time on [date], 2025 at the offices of our outside counsel, Procopio, Cory, Hargreaves & Savitch LLP, at 12544 High Bluff Drive, Suite 400, San Diego, California 92130.

We intend to first mail the Notice and make this Proxy Statement and the form of proxy available to stockholders on or about [date], 2025.

The purpose of the Meeting is as follows:

The close of business on [date], 2025 has been fixed as the Record Date for determining stockholders entitled to notice of, and to vote at, the Special Meeting or any adjournments or postponement thereof. For at least ten days prior to the Meeting, a complete list of stockholders entitled to vote at the Meeting will be open to any stockholder’s examination during ordinary business hours at the offices of our outside counsel, Procopio, Cory, Hargreaves & Savitch LLP, at 12544 High Bluff Drive, Suite 400, San Diego, California 92130.

As discussed in detail in this proxy statement, our Board of Directors strongly recommends you vote “FOR” each of the proposals.

You are encouraged to carefully review the proxy statement. Whether or not you plan to attend the Special Meeting in person, we urge you to vote as soon as possible by authorizing a proxy as described in the enclosed materials to ensure that your shares are represented. You may vote online, by phone or by mail by following the instructions on the proxy card or voting instruction form sent to you. If you attend the Special Meeting and wish to change your proxy vote, you may do so by voting in person at the Special Meeting.

Today we are asking for your support to further our mission of delivering innovation in women’s healthcare and improving choices for women everywhere, with access to greater resources that can accelerate our growth trajectory as a subsidiary of Aditxt. To do this, we need your vote at our upcoming Special Meeting of Stockholders. Please vote promptly online, by phone or by mail following the instructions on the proxy card or voting instruction form sent to you.

Thank you,

Saundra Pelletier

President and Chief Executive Officer

[Date], 2025

Notice of Special Meeting of Stockholders

		Date and Time [date], 2025 9:00 a.m. Pacific Time				Location 12544 High Bluff Drive, Suite 400 San Diego, CA 92130				Who Can Vote Record owners of Evofem Biosciences, Inc. common stock and our Series E-1 Convertible Preferred Stock at the close of business on [date], 2025.

All stockholders are cordially invited to attend the Meeting.

Whether you plan to attend the Special Meeting or not, we urge you to read the proxy statement and to vote as soon as possible to ensure your vote is recorded.

Notice of 2025 Special Meeting of Stockholders

This proxy statement (the “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Evofem Biosciences, Inc., a Delaware corporation (the “Company,” “Evofem,” “we” or “us”), for use at the special meeting of stockholders (the “Meeting”) of the Company, to be held on [date], at 9:00 a.m. Pacific Time. For further information about the Meeting, please see the important Information About the Meeting section of this Proxy Statement. This Proxy Statement and the enclosed proxy card will be made available to our stockholders on or about [date], 2025.

Holders of Evofem common stock and Series E-1 convertible Preferred Stock will be asked to approve the Amended and Restated Merger Agreement dated as of July 12, 2024, as amended (the “Merger Agreement”), by and among Aditxt, Inc. a Delaware corporation (“Aditxt”), Adifem, Inc., a Delaware corporation and a wholly owned Subsidiary of Aditxt, (“Merger Sub”), pursuant to which the Merger Sub, will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Aditxt (the “Merger”). Aditxt was founded with a mission of bringing stakeholders together to accelerate promising innovations with potential to address pressing health challenges.

The transactions contemplated under the Merger Agreement relating to the Merger are referred to in this proxy statement as the “Merger” and the Company having merged with Merger Sub and surviving at Closing is referred to in this proxy statement as the “Surviving Company.”

Pursuant to the Merger Agreement, the following actions will be taken, and the following consideration will be paid, in connection with the Merger:

Treatment of Evofem Securities

Company Common Stock

At the time the Merger Agreement shall be deemed effective (the “Effective Time”), all shares of Company common stock issued and outstanding immediately prior to the Effective Time (excluding Cancelled Shares and Dissenting Shares), shall automatically be converted into the rights to receive, on a pro rata basis, an aggregate amount (the “Common Merger Consideration”) equal to $1,800,000 less an amount equal to the product of (x) the number of Dissenting Shares represented by Company common stock and (y) the product of 1,800,000 divided by the number of shares of common stock issued and outstanding immediately prior to the Effective Time (the “Common Exchange Ratio”).

All such shares of Company common stock, when so converted, shall automatically be cancelled and cease to exist. Each holder of a share of Company common stock that was outstanding immediately prior to the Effective Time (other than Cancelled Shares and Dissenting Shares) shall cease to have any rights with respect thereto except the right to receive the Common Merger Consideration to be paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable.

Company Preferred Stock

Each share of the Company’s Series E-1 Convertible Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding Cancelled Shares and Dissenting Shares) shall automatically be converted into the right to receive, from Parent (the “Preferred Merger Consideration”), one share of Parent Preferred Stock having the rights, powers and preferences set forth in the form of Certificate of Designations attached to the Merger Agreement as Exhibit C.

All such shares of Company’s Series E-1 Convertible Preferred Stock, when so converted, shall automatically be cancelled and cease to exist. Each holder of a share of Company’s Series E-1 Convertible Preferred Stock that was outstanding immediately prior to the Effective Time (other than Cancelled Shares and Dissenting Shares) shall cease to have any rights with respect thereto except the right to receive the Preferred Merger Consideration to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable.

Each share of Company common stock or Company preferred stock held by Parent or Merger Sub, or by any wholly owned Subsidiary of Parent, Merger Sub or the Company immediately, prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist as of the Effective Time, and no consideration shall be delivered or deliverable in exchange therefore.

Company Stock Options

At the Effective Time, all options to acquire Company common stock held immediately prior to the Effective Time, whether or not vested, will be automatically extinguished, and canceled without the right to receive any consideration (with no payment being made hereunder with respect thereto).

Company Convertible Note Holders

Prior to Closing, the Company shall assist the Parent in obtaining the agreement (the “Exchange Agreements”) of the Company Convertible Noteholders to exchange such Company Convertible Notes and purchase rights they hold for an aggregate (for all Company Convertible Note Holders) of not more than 88,161 shares of Parent Preferred Stock on terms acceptable to Parent.

Company Warrants

The Company shall have received agreements from all of the holders of the Company’s warrants, other than the Other Company Warrants (all holders of Company Warrants, collectively, the “Warrant Holders”) duly executed agreements (“Warrant Holder Agreements”)  to exchange such Company Warrants as they hold for an aggregate (for all Warrant Holders) of not more than 930.336 shares of Parent Preferred Stock on terms acceptable to Parent in its reasonable discretion.  The Company shall have cashed out any Other Warrant Holder who has not provided a Warrant Holder Agreement; provided, however, that the aggregate amount of such cash out for any and all Other Warrant Holders who have not provided a Warrant Holder Agreement shall not exceed $150,000.

Merger Sub Securities

At the Effective Time, each issued and outstanding share of Merger Sub common stock shall be canceled and retired and shall cease to exist. Immediately following the Effective Time, the Surviving Company shall issue to Parent a number of shares of common stock, par value $0.001 per share, of the Surviving Company equal to the number of shares of Merger Sub common stock outstanding immediately prior to the Effective Time upon payment by Parent to the Surviving Company of an amount equal to the product of (x) the number of shares of the Surviving Company issued to Parent and (y) the par value of such shares.

Notice of 2025 Special Meeting of Stockholders

Immediately upon consummation of the Merger, the Surviving Company will be a wholly owned Subsidiary of Aditxt.

Only stockholders of record at the close of business on [date], 2025 (the “Record Date”), are entitled to notice of, and to vote at, the Meeting. At the close of business on the Record Date, [share count] shares of Evofem’s common stock, par value $0.001 per share, and [share count] shares of Evofem’s E-1 Convertible Preferred Stock, which in aggregate has voting power equal to [share count] shares of common stock, were issued and outstanding. At the close of business on the Record Date, outstanding shares of Evofem’s common stock were held by approximately [number] stockholders of record. Shares cannot be voted at the Meeting unless the holder thereof is present or represented by proxy. The presence, virtually or by proxy, of the holders of one-third of the voting power of all issued and outstanding shares of common stock of Evofem as of the Record Date will constitute a quorum for the transaction of business at the Meeting and any adjournment or postponement thereof.

Our Board has selected Saundra Pelletier to serve as the holder of proxies for the Meeting. The shares of common stock represented by each executed and returned proxy will be voted by Ms. Pelletier in accordance with the directions indicated on the proxy. If you sign your proxy card without giving specific instructions, Ms. Pelletier will vote your shares “FOR” each of the Proposals. The proxy also confers discretionary authority to vote the shares authorized to be voted thereby on any matter that may be properly presented for action at the Meeting; we currently know of no other business to be presented.

Any proxy given may be revoked by the person giving it at any time before it is voted at the Meeting. If you have not voted through your broker, there are four ways for you to revoke your proxy and change your vote. You may:

Your last submitted proxy will be the proxy that is counted. Please note that dissenters’ rights are not available with respect to any of the proposals to be voted on at the Meeting.

We will provide copies of this Proxy Statement and accompanying materials to brokerage firms, fiduciaries, and custodians for forwarding to beneficial owners and will reimburse these persons for their costs of forwarding these materials. Our directors, officers, and employees may solicit proxies by telephone, facsimile, or personal solicitation. We will not pay additional compensation for any of these services.

You may change or revoke your proxy at any time before it is voted at the meeting. If your shares are held in “street name,” that is, held for your account by a broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted.

Under Delaware law, stockholders who do not vote in favor of the adoption of the Merger Proposal will have the right to seek appraisal of the fair value of their shares of common stock or Series E-1 Convertible Preferred Stock as determined by the Delaware Court of Chancery if the Merger is completed, but only if such Company Stockholder submits a written demand for appraisal prior to the vote on the Merger Proposal and complies with the other Delaware law procedures for exercising statutory appraisal rights, which are summarized in the section titled “Dissenters Rights” in the accompanying Proxy Statement.

If you would like to request documents, please do so no later than [date] to receive them before the Meeting. Please be sure to include your complete name and address in your request. Please see “Where You Can Find Additional Information” to find out where you can find more information about Evofem and Aditxt.

If you have any questions or require any assistance with completing your proxy, please contact Evofem Biosciences’ investor relations by email at ir@evofem.com. A list of stockholders of record as of the Record Date will be available at the Special Meeting and during the 10 days prior to the Special Meeting at the offices of our outside counsel, Procopio, Cory, Hargreaves & Savitch LLP, at 12544 High Bluff Drive, Suite 400, San Diego, California 92130.

Whether you plan to attend the Special Meeting or not, it is important that you cast your vote either in person or by proxy.

BY ORDER OF THE BOARD OF DIRECTORS

Ivy Zhang

Secretary and Chief Financial Officer

[Date], 2025

Table of Contents

Special Note About Forward-Looking Statements

This proxy statement and the documents incorporated by reference herein include statements regarding future plans, expectations, beliefs, intentions and prospects that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this proxy statement. The words “will,” “expects,” “could,” “would,” “may,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “targets,” “estimates,” “looks for,” “looks to,” “continues” and similar expressions, as well as statements regarding our focus for the future, are generally intended to identify forward-looking statements. Each of the forward-looking statements we make in this proxy statement involves risks and uncertainties that could cause actual results to differ materially from these forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors” of our Forms 10-K and 10-Q.

Examples of forward-looking statements include, among others, statements made in this proxy statement regarding the proposed transactions contemplated by the Merger Agreement, including the benefits of the Merger, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, other performance metrics, projections of market opportunity, expected management and governance of the Surviving Company, and expected timing of the Merger. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, these statements are based on various assumptions, whether or not identified in this proxy statement, and on the current expectations of Evofem’s and Aditxt’s respective management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve, and must not be relied on by any investor, as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company and/or Aditxt. Some important factors that could cause actual results to differ materially from those in any forward-looking statements could include changes in domestic and foreign business, market, financial, political and legal conditions.

Important factors that could cause actual results and outcomes to differ materially from those indicated in the forward-looking statements include, among others, the following: (1) the occurrence of any event, change or other circumstances that could give rise to an amendment or termination of the Merger Agreement and the proposed transaction contemplated thereby; (2) the inability to complete the transactions contemplated by the Merger Agreement due to the failure to obtain approval of Evofem’s stockholders, or to meet other conditions to closing the Merger Agreement; (3) costs related to the Merger and magnitude thereof; (4) the outcome of any legal proceedings that may be instituted against the parties to the Merger Agreement; (5) changes in applicable laws or regulations; (6) the ability of Aditxt to meet its post-closing financial and strategic goals due to competition, among other things; (7) the ability of the Surviving Company to grow, achieve and maintain profitability, and retain its key employees; (8) the possibility that the Surviving Company may be adversely affected by other economic, business and/or competitive factors; (9) risks relating to the successful retention of Evofem’s customers; (10) risks related to any defaults under any debt obligations of the Company and litigation related thereto, (11) costs and risk related to and effects of a name change of Phexxi and/or any litigation related thereto, and; (12) other risks and uncertainties described herein. Evofem cautions that the foregoing list of factors is not exclusive. If any of these risks materialize or Evofem’s or Aditxt’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Evofem nor Aditxt presently know, or which Evofem and Aditxt currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Evofem’s and Aditxt’s current expectations, plans, and forecasts of future events and views as of the date hereof. Nothing in this proxy statement and the attachments hereto should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. Investors and securityholders of Evofem should not place undue reliance on forward-looking statements in this proxy statement and the attachments hereto, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein and the risk factors of Evofem and Aditxt. Evofem and Aditxt anticipate that subsequent events and developments will cause their assessments to change undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this proxy statement, except as required by law.

Where You Can Find Additional Information

This document constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Special Meeting at which Evofem stockholders will be asked to consider and vote upon a proposal to approve the Merger by the approval and adoption of the Merger Agreement, among other matters.

You should rely only on the information contained or incorporated by reference into this proxy statement. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement. This proxy statement is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement to Evofem stockholders nor the issuance of Parent Preferred Stock in connection with the Merger will create any implication to the contrary.

Information contained in this proxy statement regarding Aditxt has been provided by Aditxt.

This proxy statement does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

Each of Aditxt and Evofem files reports, proxy statements/prospectuses and other information with the SEC as required by the Exchange Act. You can read both Aditxt’s and Evofem’s SEC filings, including this proxy statement, over the Internet at the SEC’s website at http://www.sec.gov.

If you would like additional copies of this proxy statement or if you have questions about the business combination or the proposals to be presented at the Special Meeting, you should contact us by email or in writing:

Evofem Biosciences, Inc.

7770 Regents Rd

Suite 113-618

San Diego, California 92122

Attention: Investor Relations

Email: ir@evofem.com

Market and Industry Data

Certain information contained in this Proxy Statement relates to or is based on studies, publications, surveys and other data obtained from third-party sources and Evofem’s and Aditxt’s own internal estimates and research. While we believe these third-party sources to be reliable as of the date of this Proxy Statement, we have not independently verified the market and industry data contained in this Proxy Statement or the underlying assumptions relied on therein. Finally, while we believe our own internal research is reliable, such research has not been verified by any independent source.

Trademarks

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this Proxy Statement may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

Important Information

Important Information About the Special Meeting and Voting

The following are answers to some questions that you, as a stockholder of Evofem, may have regarding the Proposals being considered at the Special Meeting. We urge you to read carefully the remainder of this Proxy Statement because the information in this section does not provide all the information that might be important to you with respect to the Proposals and the other matters being considered at the Special Meeting. Additional important information is also contained in the annexes to and the documents incorporated by reference into this proxy statement. The “Company,” “Evofem” “we” or “us” as used herein all refer to Evofem Biosciences, Inc.

In this Proxy Statement, unless the context otherwise requires:

Other capitalized terms are as defined in the Merger Agreement.

Why is the Company Soliciting My Proxy?

The Board is soliciting your proxy to vote at the Special Meeting of Stockholders (the “Special Meeting”) of the Company to be held at the offices of our outside counsel, Procopio, Cory, Hargreaves & Savitch LLP, at 12544 High Bluff Drive, Suite 400, San Diego, California 92130 on [date], at 9:00 a.m. Pacific Time and any adjournments of the meeting, which we refer to as the Special Meeting. The proxy statement along with the accompanying Notice of Special Meeting of Stockholders (the “Notice”) summarizes the purposes of the meeting and the information you need to know to vote at the Special Meeting.

We have made available to you on the Internet or have sent you this Proxy Statement, the Notice, and the proxy card because you owned shares of the Company’s common stock on the Record Date. The Company intends to commence distribution of the Proxy materials to stockholders on or about [date].

What is the Transaction?

The Company and Aditxt have entered into a definitive Merger Agreement, pursuant to and subject to the terms and conditions of which Aditxt will acquire the Company through the merger of a wholly owned subsidiary of Aditxt with and into the Company. The Company will be the Surviving Company in the Merger and will become, as of Closing, a wholly owned subsidiary of Aditxt.

What will an Evofem Stockholder Receive When the Merger Occurs?

For every share of Company common stock held at the time of the Merger, Company common stockholders will be entitled to receive cash payment based on the total consideration for common shareholders of $1,800,000, less an amount equal to the product of (i) the number of Dissenting Shares represented by Evofem common stock and (ii) the Common Exchange Ratio (as defined in the Merger Agreement, the Common Exchange Ratio means 1,800,000 divided by the number of shares issued and outstanding of Company Common Stock immediately prior to the closing of the Merger). This does not apply to shares held by Company stockholders, if any, who have perfected their appraisal rights under Delaware law.

Although subject to adjustments as discussed above, based on 118,656,354 shares of common stock issued and outstanding as of July 22, 2025, each common shareholder will receive approximately $0.015 per share. This represents an approximate 63% premium to the closing price of $0.0093 per share on July 22, 2025 and a 65% premium to the average year-to-date closing price of $0.0092.

This per share consideration will be reduced if the number of shares of common stock issued and outstanding increases prior to the Effective Time as a result of any note conversions, warrant exercises, and/or share rights exercises; as such, the cash price per share could be less than the current estimate of $0.015 per share. Such conversions and exercises are at the sole discretion of the note, warrant, and right holders. As discussed above, the aggregate cash price is impacted by Dissenting Shares to an extent that is undetermined at this time but the range from zero to the maximum number of dissenting shares is included in the table below.

As consideration for the Merger, the Parent will pay, ratably, to holders of Evofem common stock an amount equal to one million eight hundred thousand dollars ($1,800,000) less an amount equal to the product of (x) the number of Dissenting Shares represented by Company common stock and (y) the Common Exchange Ratio (as defined in the Merger Agreement) (the “Common Consideration”). The equation is as follows:

TAC = $1,800,000 - (D x CER)

Where:

TAC: Total adjusted consideration

D: Number of Dissenting Shares

CER: Common Exchange Ratio, which = 1,800,000 / C

C: Number of issued and outstanding shares of Company Common Stock immediately prior to the Effective Time

This adjustment is made because the Dissenting Shares do not receive their ratable portion of the consideration; it ensures that the Dissenting Shares, if any, will have no impact on the per share consideration that a non-Dissenting common stockholder will receive at the Effective Time. This is illustrated in the table below, which uses the share count as of July 22, 2025.

* One of the closing conditions under the Merger Agreement is that there shall be no more than 5,667,818 Dissenting Shares that are Company common stock; this represents approximately 5% of the Company’s issued and outstanding common stock in March 2025, when the parties entered into the fifth amendment to the Merger Agreement. We have therefore used this maximum allowable count in this exemplary calculation.

Because the consideration for shares of Company common stock is cash only, holders of Company common stock will have no interest in the post-close entity unless they independently purchase shares of Parent stock.

Each one share of the Series E-1 issued and outstanding as of the Effective Time will automatically be converted into the right to receive, from Aditxt, one share of Parent Preferred Stock. The Stated Value of the Parent Preferred Stock is $1,000 per share and as of July 22, 2025, there were 2,300 shares of Series E-1 issued and outstanding for an aggregate face value of $2,300,000. The Parent Preferred Stock is convertible into Parent common stock pursuant to the terms of Conversion and Conversion Rate in the form of Certificate of Designations and Rights of Preferences of Series A-2 included herewith as Appendix G. The Conversion Price will be determined immediately prior to Closing.

Under the Certificate of Designations of Series E-1 Convertible Preferred Stock, a) the Series E-1 is senior to Evofem’s common stock with respect to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company; b) holders of Series E-1 receive a monthly dividend, paid in cash or in kind, at the Company’s discretion. Because the Board has determined that the common and Series E-1 are different classes of stock with different rights, preferences, dividends, voting, and values, the common shareholders and the Series E-1 shareholders receive the different forms of consideration described herein.

The value of the total consideration for common shareholders and Series E-1 holders in the Merger Agreement is approximately $4,100,000. The value of the total consideration payable on an as-converted basis is $1,782.61 per share, based on the 2,300 shares outstanding as of July 22, 2025.

Did the Board Seek to Obtain an Independent Fairness Opinion Concerning the Merger Consideration Payable to the Common Stockholders?

No, the Company did not seek to obtain an independent fairness opinion concerning the Merger consideration.

In general, a fairness opinion might be required to be obtained from an independent investment banking firm indicating the transaction is fair to the holders of the Company’s common stockholders from a financial point of view. The Company did not seek to obtain an independent fairness opinion for several reasons:

First, the 2022 IP Valuation Report determined the Company’s enterprise value to be $112 million. Aggregate consideration of the transaction to the Company’s various note, convertible note, warrant, share right and stock holders aligns with this enterprise value.

Second, given the Company’s financial condition, current obligations and other factors, the Company did not believe obtaining an independent fairness opinion was a prudent use of its limited capital.

Third, the transaction provides cash consideration of approximately $0.015 per share, based on the number of Company common stock outstanding on July 22, 2025, to the Company’s common stockholders. The per share cash consideration is subject to change based on any convertible note conversions, purchase right exercises, warrant exercises, or other share issuances which are at the discretion of individual holders, between now and the Merger closing date. In the event of a Liquidation Event the Company’s common stockholders would most likely receive little to no consideration due to the rights of the Company’s senior secured noteholders.

Therefore, an investor would be relying solely on the judgment of Evofem’s Board of Directors in determining whether or not the transaction is fair to Evofem common stockholders from a financial point of view. The Evofem Board of Directors believes that, because of the financial skills and background of its members, it was qualified to conclude that the Merger is fair from a financial perspective to the Company’s stockholders.

What Will Happen to Evofem’s Current Stock Options?

Options to acquire Company common stock, whether or not vested, will be automatically extinguished and canceled upon the Effective Time without the right to receive any consideration (with no payment being made hereunder with respect thereto).

When do you expect the Merger to be completed?

We expect the Merger to be completed in the second half of 2025, assuming the various closing conditions are met. These include Evofem stockholder approval and regulatory approvals and successful retirement of Evofem’s senior secured notes; and it is possible that the failure to timely meet these closing conditions, or other factors outside of our control, could require us to complete the Merger at a later time or not at all.

Who Can Vote?

Only stockholders who owned our common stock and/or our Series E-1 at the close of business on [date], 2025 (the “Record Date”) are entitled to vote at the Special Meeting. On this Record Date, there were (1) [share count] shares of our common stock outstanding and entitled to vote, and (2) [share count] shares of our Series E-1 entitled to vote. The Series E-1 has voting power equal to the number of shares of common stock into which it may be converted, taking into account applicable beneficial ownership limitations. Factoring those ownership limitations, the Series E-1 holders have aggregate voting power equal to 24.97% of our issued and outstanding common stock, which is an aggregate [share count] shares, based on the number shares of our common stock issued and outstanding as of the Record Date.

You do not need to attend the Special Meeting to vote your shares. Shares represented by valid proxies, received in time for the Special Meeting and not revoked prior to the Special Meeting, will be voted at the Special 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 Proposal 1: the Merger Agreement and Proposal 2: Adjournment.

Each one share of Series E-1 has voting rights equal to the number of shares of common stock into which the Series E-1 were convertible, subject to customary 4.99% or 9.99% beneficial ownership limitations, as of the Record Date on Proposal 1: the Merger Agreement and Proposal 2: Adjournment. All Series E-1 holders together, after accounting for the beneficial ownership limitations, will have voting power of approximately 24.97% of issued and outstanding common stock.

How Do I Vote?

Whether you plan to attend the Special 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 online or by phone. You may specify 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 Special Meeting.

If your shares are registered directly in your name through our stock transfer agent, Pacific Stock Transfer, Inc., or you have stock certificates registered in your name, you may vote:

Telephone and online voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on [date].

Important Information

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 online voting will also 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 Special Meeting, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card and bring it to the Special Meeting in order to vote.

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

The Board recommends that you vote as follows:

If any other matter is presented at the Special 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 or that would be brought before the Special 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 Special Meeting. You may change or revoke your proxy in any one of the following ways:

Your most current vote, whether submitted by phone, online 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 E-1 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 the proposal 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 Special Meeting. 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.

Important Information

What Vote is Required to Approve the Proposals and How are Votes Counted?

Between October 28 and 31, 2024, the Company entered into support agreements (each a “Support Agreement”) with certain of its investors (the “Investors” and each an “Investor”) pursuant to which the Investors agreed (i) to vote all Subject Shares (as defined in the Support Agreement) that an Investor is entitled to vote at the time any vote to approve and adopt the A&R Merger Agreement and the Merger at any meeting of the stockholders of the Company, and at any adjournment thereof, at which the Merger Agreement is submitted for consideration and vote of the stockholders of the Company, and (ii) that he, she, or it will not vote any Subject Shares in favor of, and will vote such Subject Shares against the approval of, any Company Acquisition Proposal (as defined in the Support Agreement). Each Investor also revoked any and all previous proxies granted with respect to the Subject Shares. The Investors agreed that all shares of Company Capital Stock (as defined in the Support Agreement) that each Investor purchases, acquires the right to vote, or otherwise acquires beneficial ownership of, after the execution of the Support Agreement and prior to the Expiration Date (as defined below) shall be subject to the terms and conditions of the Support Agreement.

Furthermore, the Investors agreed not to sell or transfer any of such Subject Shares until: (a) the Merger Agreement shall have been terminated for any reason; (b) the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement; (c) the acquisition by Aditxt of all Subject Shares of the Investors, whether pursuant to the Merger or otherwise; (d) any amendment, change or waiver to the Merger Agreement as in effect on the date hereof, without each Investor’s consent, that (1) decreases the amount, or changes the form or timing (except with respect to extensions of time of the offer in accordance with the terms of the Merger Agreement) of consideration payable to the Investors pursuant to the terms of the Merger Agreement as in effect on the date hereof or (2) materially and adversely affects such Investor; or (e) such sale or transfer of any such Subject Shares is agreed to in writing by Aditxt and each Investor (collectively the “Expiration date”).

As of the date of the Support Agreement, the Investors own collectively an aggregate of 1,468 shares of Series E-1 Convertible Preferred Stock; 364,539,337 shares of common stock issuable upon the conversion of convertible notes; 9,549,716 shares of common stock issuable upon exercise of warrants; and 788,983,896 shares of Company common stock issuable upon any other instrument convertible into Company common stock.

The Series E-1 Investors, in aggregate, have voting power equal to 24.97% of issued and outstanding common stock. The other Investors may only vote such common stock held as of the Record Date. They may, at their sole discretion, elect to convert their notes, warrants, or other convertible instruments into common stock which, if owned as of the Record Date would then be voted, with the caveat that beneficial ownership of each other note, warrant, or other convertible instrument holders is capped at either 4.99% or 9.99%, as applicable, of the shares of common stock outstanding immediately after giving effect to such conversion.

A copy of the form of Support Agreement is included herewith as Appendix L.

Where Can I Find the Voting Results of the Special Meeting?

The preliminary voting results will be announced at the Special 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 Special 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. Such reimbursement will not be submitted to a vote of the stockholders.

We have engaged Campaign Management to act as our proxy solicitor in connection with the proposals to be acted upon at the Special Meeting. For those services we will pay Campaign Management approximately $10,500 plus expenses.

What Constitutes a Quorum for the Special Meeting?

The presence, in person or by proxy, of the holders of one-third of the voting power of all outstanding shares of our common stock entitled to vote at the Special Meeting is necessary to constitute a quorum at the Special Meeting. Votes of stockholders of record who are present at the Special Meeting in person or by proxy, abstentions, and broker non-votes are counted for purposes of determining whether a quorum exists.

In accordance with our amended and restated bylaws, the chairperson of the Special Meeting or a majority of the shares so represented may adjourn the Special Meeting from time to time, whether or not there is such a quorum.

Attending the Special Meeting

The Special Meeting will be held at 9:00 a.m., Pacific Time, on [date], at the offices of our outside counsel, Procopio, Cory, Hargreaves & Savitch LLP, at 12544 High Bluff Drive, Suite 400, San Diego, California 92130. You do not need to attend the Special Meeting in order to vote.

As always, we encourage you to vote your shares as early as possible prior to the Special Meeting.

Am I Entitled to Appraisal Rights in Connection with the Merger?

Stockholders are entitled to appraisal rights under Section 262 of the General Corporation Law of the State of Delaware, which we refer to as Delaware law, provided they satisfy the special criteria and conditions set forth in Section 262 of Delaware law. For more information regarding appraisal rights, see “Appraisal Rights” on page 19. In addition, a copy of Section 262 of Delaware law is attached as Annex E to this proxy statement.

What Are the Material Federal Income Tax Consequences of the Merger to Me?

The exchange of shares of common stock for cash pursuant to the Merger will be treated as a taxable sale of such shares. Furthermore, the exchange of each share of Company Series E-1 for one share of Aditxt Preferred Stock will be treated as a taxable sale of such shares. A stockholder will generally recognize capital gain or loss on the sale of shares of common stock or Company Series E-1 pursuant to the Merger equal to the difference between (a) the sum of cash and the fair market value of other consideration received; and (b) the holder’s adjusted tax basis in common stock or Company Series E-1 sold pursuant to the Merger. If (a) is greater than (b) with respect to a stockholder, such stockholder will recognize a capital gain, and if (b) is greater than (a), such stockholder will recognize a capital loss. Stockholders should consult their tax advisors to determine the particular tax consequences to them (including the application and effect of any state, local or foreign income and other tax laws) of the merger.

Should I Send in my Stock Certificates Now?

No. After the Merger is completed, you will be sent a letter of transmittal with detailed written instructions for exchanging your shares of Company common stock or Series E-1 for the Merger consideration. If your shares are held in “street name” by your brokerage firm, bank, trust or other nominee, you will receive instructions from your brokerage firm, bank, trust or other nominee as to how to effect the surrender of your “street name” shares in exchange for the merger consideration. PLEASE DO NOT SEND IN YOUR CERTIFICATES NOW.

What Happens if I Sell my Shares of Company Common Stock Before the Special Meeting?

The Record Date for stockholders entitled to vote at the Special Meeting is earlier than the date of the Special Meeting and the expected closing date of the Merger. If you transfer your shares of Company common stock after the Record Date but before the Special Meeting, you will, unless special arrangements are made, retain your right to vote at the Special Meeting but will transfer the right to receive the Merger consideration to the person to whom you transfer your shares. In addition, if you sell your shares prior to the Special Meeting or prior to the Effective Time of the Merger, you will not be eligible to exercise your appraisal rights in respect of the Merger. For a more detailed discussion of your appraisal rights and the requirements for perfecting your appraisal rights, see “Appraisal Rights” in this document and Annex E.

Householding of Annual Disclosure Documents

U.S. Securities and Exchange Commission (SEC) rules concerning the delivery of proxy statements allow us or your broker to send a single set of proxy materials or, if applicable, a single set of 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 set of proxy materials, but you would prefer to receive your own copy, please contact our transfer agent, Pacific Stock Transfer, Inc., by calling their toll-free number, 1-800-785-7782.

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, please 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:

Who do I Contact if I have Questions?

If you have any questions or need assistance completing your proxy or voting instruction form, please call our proxy solicitor, Campaign Management, at (855) 246-4705 (toll-free within North America) or (212) 632-8422 (call collect outside of North America), or email info@campaign-mgmt.com. If your brokerage firm, bank, trust, or other nominee holds your shares in “street name,” you should also call your brokerage firm, bank, trust, or other nominee for additional information.

Summary of the Proxy Statement

Summary of the Proxy Statement

This summary highlights selected information from this proxy statement but may not contain all of the information that may be important to you. Accordingly, Evofem encourages you to read carefully this entire proxy statement, including the Merger Agreement attached as Appendices A-D. Please read these documents carefully as they are the legal documents that govern the Merger and your rights in the Merger.

The Parties to the Merger

Aditxt, Inc.

Aditxt Inc (“Aditxt”) was incorporated in the State of Delaware on September 28, 2017, and their headquarters are in Mountain View, California. The company was founded with a mission of bringing stakeholders together, to transform promising innovations into products and services that could address some of the most challenging needs. The socialization of innovation through engaging stakeholders in every aspect of it is key to transforming more innovations, more rapidly, and more efficiently. At inception, the first innovation Aditxt took on was an immune modulation technology titled ADI/Adimune with a focus on prolonging life and enhancing life quality of people who have undergone organ transplants. Since then, Aditxt expanded its portfolio of innovations, and continues to evaluate and advance a variety of promising health innovations.

Aditxt’s shares of common stock are currently listed and traded on Nasdaq under the symbol “ADTX.” On March 12, 2025, Aditxt effected a 1-for-250 reverse stock split, which became effective as of the open of trading on the Nasdaq Capital Market on March 17, 2025. On April 8, 2025, the Company received a letter from The Nasdaq Stock Market, LLC stating that the Company had regained compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2). Consequently, the hearing before the Hearings Panel scheduled to take place on April 22, 2025 was cancelled.

Summary of the Proxy Statement

Merger Sub

Merger Sub Inc. is a Delaware corporation that will be formed for the sole purpose of entering into the Merger Agreement and completing the Transactions. Merger Sub Inc. is a wholly owned subsidiary of Parent and has not engaged in any business except for activities incidental to its formation and as contemplated by the Merger Agreement. Upon completion of the Merger, Merger Sub Inc. will cease to exist and the Company will continue as the corporation surviving the Merger (the “Surviving Company”).

Evofem Biosciences, Inc.

Evofem Biosciences, Inc. (the “Company”) is a San Diego-based, commercial-stage biopharmaceutical company committed to commercializing innovative products to address unmet needs in women’s sexual and reproductive health. The Company’s first commercial product, PHEXXI^® (lactic acid, citric acid, and potassium bitartrate) vaginal gel (PHEXXI), was approved by the U.S. Food and Drug Administration (FDA) on May 22, 2020, and is the first and only FDA-approved, hormone-free, woman-controlled, on-demand prescription contraceptive gel for women. The Company commercially launched PHEXXI in September 2020.

On July 14, 2024, the Company acquired global rights from Lupin Inc. (“Lupin”) to SOLOSEC^® (secnidazole) 2g granules, which is approved by the FDA to treat two common sexual health infections: bacterial vaginosis and trichomoniasis. 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”). Evofem re-launched SOLOSEC in November 2024 in the U.S. leveraging its commercial sales organization.

For more information regarding the parties to the Merger Agreement, see “The Parties to the Merger” on page 57.

Merger Agreement

On July 12, 2024 the Company entered into an Amended and Restated Agreement and Plan of Merger (the “A&R Merger Agreement”) with Aditxt, Inc., a Delaware corporation (“Aditxt”), and Adifem, Inc., a Delaware corporation and wholly owned Subsidiary of Aditxt (Merger Sub), pursuant to which, and on the terms and subject to the conditions thereof, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Aditxt (the Merger). The Merger is currently expected to be closed in the second half of 2025.

Summary of the Proxy Statement

As consideration for the Merger, the Parent will pay, ratably, to holders of Evofem common stock an amount equal to one million eight hundred thousand dollars ($1,800,000) less an amount equal to the product of (x) the number of Dissenting Shares represented by Company common stock and (y) the Common Exchange Ratio (as defined in the A&R Merger Agreement) (the “Common Consideration”). The equation is as follows:

TAC = $1,800,000 - (D x CER))

Where:

TAC: Total adjusted consideration

D: Number of Dissenting Shares

CER: Common Exchange Ratio, which = 1,800,000 / C

C: Number of issued and outstanding shares of Company Common Stock immediately prior to the Effective Time

This adjustment is made because the Dissenting Shares do not receive their ratable portion of the consideration; it ensures that the Dissenting Shares, if any, will have no impact on the per share consideration that a non-Dissenting common stockholder will receive at the Effective Time. This is illustrated in the table below, which uses the share count as of July 22, 2025.

* One of the closing conditions under the A&R Merger Agreement is that there shall be no more than 4,141,434 Dissenting Shares that are Company common stock.

Additionally, each share of the Company’s Series E-1, issued and outstanding as of the Effective Time (as defined in the A&R Merger Agreement) shall automatically be converted into the right to receive from Aditxt one (1) share Parent Preferred Stock (the “Preferred Merger Consideration” and together with the Common Consideration the “Merger Consideration”).

At the Effective Time of the Merger:

Further, Aditxt agreed to, on or prior to:

On August 16, 2024, the Company, Aditxt and Merger Sub entered into the first amendment to the A&R Merger Agreement (the “First Amendment”), to amend the funding date for the Third Parent Equity Investment from August 30, 2024 to the earlier of (i) September 6, 2024 or (ii) five (5) business days of the closing of a public offering by Parent resulting in aggregate net proceeds to Parent of no less than $20,000,000.

On September 6, 2024, the Company, Aditxt and Merger Sub entered into the second amendment to the A&R Merger Agreement (the “Second Amendment”), to (i) change the date of the Third Parent Equity Investment Date and Fourth Parent Equity Investment Date (as defined in the A&R Merger Agreement) from September 6, 2024 and September 30, 2024 to September 30, 2024 and October 31, 2024, respectively and (ii) to change the required consummation date to November 29, 2024.

Subject to certain exceptions, the Company’s Board of Directors will recommend that the A&R Merger Agreement be adopted by the Company’s stockholders at a special meeting of the Company’s stockholders (the “Company Board Recommendation”). However, subject to the satisfaction of certain terms and conditions, the Company and the Board are permitted to take certain actions which may, as more fully described in the A&R Merger Agreement, include changing the Company Board Recommendation and entering into a definitive agreement with respect to a Company Change of Recommendation (as defined in the A&R Merger Agreement) if the Company Board or any committee thereof determines in good faith, after consultation with the Company’s outside legal and financial advisors and after taking into account relevant legal, financial, regulatory, estimated timing of consummation and other aspects of such proposal that the Company Board considers in good faith and the Person or group making such proposal, would, if consummated in accordance with its terms, result in a transaction more favorable to the Company Shareholders than the Merger. If the Company has a Company Change of Recommendation, the Company must provide Aditxt with a ten (10) calendar day written notice thereof and negotiate with Aditxt in good faith to provide a competing offer.

On October 2, 2024, the Company, Parent and Merger Sub entered into the third amendment to the A&R Merger Agreement (the Third Amendment), to (i) change the date of the Third Parent Equity Investment Date (as defined in the A&R Merger Agreement) from September 30, 2024 to October 2, 2024, (ii) change the Third Parent Equity Investment from 1,500 shares of Series F-1 Preferred Shares to 720 shares of Series F-1 Preferred Shares, and (iii) amend the Fourth Parent Equity Investment (as defined in the A&R Merger Agreement) from 1,500 shares of Series F-1 Preferred Shares to 2,280. The Third and Fourth Parent Equity Investments were timely completed on October 2 and October 28, 2024, respectively.

On November 19, 2024, the Company, Parent and Merger Sub entered into the fourth amendment to the A&R Merger Agreement (the Fourth Amendment) to change the required consummation date to January 31, 2025.

On March 22, 2025, the Company, Parent and Merger Sub entered into the fifth amendment to the A&R Merger Agreement (the Fifth Amendment), to (i) change the required consummation date to September 30, 2025; (ii) add a Fifth Parent Investment of $1.5 million to be completed by April 7, 2025; and (iii) add a special meeting consummation date being on or prior to September 26, 2025.

For more information regarding the Merger Agreement, see “Merger Agreement” on page 58.

Summary of the Proxy Statement

In connection with the Merger Agreement, Aditxt, the Company and the holders (the “Holders”) of certain senior indebtedness of Evofem (the “Notes”) entered into an Assignment Agreement dated December 11, 2023 (the “December Assignment Agreement”), pursuant to which the Holders assigned the Notes to Aditxt in consideration for the issuance by Aditxt of (i) an aggregate principal amount of $5,000,000 in secured notes of Aditxt due on January 2, 2024 (the “January 2024 Secured Notes”), (ii) an aggregate principal amount of $8,000,000 in secured notes of Aditxt due on September 30, 2024 (the “September 2024 Secured Notes”), and (iii) an aggregate principal amount of $5,000,000 in ten-year unsecured notes (the “Unsecured Notes”).

On February 26, 2024, Aditxt and the Holders entered into an Assignment Agreement (the “February Assignment Agreement”), pursuant to which the Company consented to the assignment of all remaining amounts due under the Notes from Aditxt back to the Holders.

Summary of the Proxy Statement

The Merger is currently expected to be consummated in the third quarter of 2025 after obtaining the required approval by the stockholders of Evofem and the satisfaction of certain other customary closing conditions.

Post-closing entity structure

Merger Consideration

At the Effective Time, all shares of Company common stock issued and outstanding immediately prior to the Effective Time (excluding Cancelled Shares and Dissenting Shares), shall automatically be converted into the rights to receive, on a pro rata basis, an aggregate amount (the “Common Merger Consideration”) equal to $1,800,000 less an amount equal to the product of (x) the number of Dissenting Shares represented by Company common stock and (y) the product of 1,800,000 divided by the number of issued and outstanding common stock issued and outstanding immediately prior to the Effective Time (the “Common Exchange Ratio”).

Each Share of the Company’s Series E-1 issued and outstanding immediately prior to the Effective Time (excluding Cancelled Shares and Dissenting Shares) shall automatically be converted into the right to receive, from Aditxt, one share of Aditxt Preferred Stock having the rights, powers and preferences set forth in the form Certificate of Designations attached to the Merger Agreement as Exhibit C.

All shares of Company common stock or Company Preferred Stock held by Aditxt or Merger Sub and any wholly owned subsidiary of Aditxt or Merger Sub shall be automatically cancelled and retired and shall cease to exist.

Treatment of Securities

Company Common Shares

At the Effective Time, all shares of Company common stock issued and outstanding immediately prior to the Effective Time (excluding Cancelled Shares and Dissenting Shares), shall automatically be converted into the rights to receive, on a pro rata basis, an aggregate amount (the “Common Merger Consideration”) equal to $1,800,000 less an amount equal to the product of (x) the number of Dissenting Shares represented by Company common stock and (y) the product of 1,800,000 divided by the number of issued and outstanding common stock issued and outstanding immediately prior to the Effective Time (the “Common Exchange Ratio”).

All such shares of Company common stock, when so converted, shall automatically be cancelled and cease to exist. Each holder of a share of Company common stock that was outstanding immediately prior to the Effective Time (other than Cancelled Shares and Dissenting Shares) shall cease to have any rights with respect thereto, except the right to receive the Common Merger Consideration to be paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable.

Company Preferred Stock

Each share of the Company’s Series E-1 issued and outstanding immediately prior to the Effective Time (excluding Cancelled Shares and Dissenting Shares) shall automatically be converted into the right to receive, from Aditxt, one share of Aditxt Preferred Stock having the rights, powers and preferences set forth in the form Certificate of Designations attached to the Merger Agreement as Exhibit C.

Each share of Company common stock or Company Preferred Stock held by Parent or Merger Sub, or by any wholly owned subsidiary of Parent, Merger Sub or the Company, immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist as of the Effective Time and no consideration shall be deliverable in exchange therefor.

Company Stock Options

Upon the Effective Time, options to acquire Company common stock immediately prior to the Effective Time, whether or not vested, will be automatically extinguished and cancelled without the right to receive any consideration (with no payment being made hereunder with respect thereto).

Company Convertible Note Holders

Prior to Closing, the Company shall assist Parent in obtaining the agreement (the “Exchange Agreements”) of the Company Convertible Noteholders to exchange such Company Convertible Notes and purchase rights they hold for an aggregate (for all Company Convertible Note Holders) of not more than 88,161 shares of Parent Preferred Stock on terms acceptable to Parent.

Company Warrants

The Company shall have received from all of the holders of the Company’s warrants (other than the Other Company Warrants) (all holders of Company Warrants, collectively, the “Warrant Holders”) duly executed agreements (“Warrant Holder Agreements”)  to exchange such Company Warrants as they hold for an aggregate (for all Warrant Holders) of not more than 930.336 shares of Parent Preferred Stock on terms acceptable to Parent in its reasonable discretion. The Company shall have cashed out any Other Warrant Holder who has not provided a Warrant Holder Agreement; provided, however, that the aggregate amount of such cash out for any and all Other Warrant Holders who have not provided a Warrant Holder Agreement shall not exceed $150,000.

Merger Sub Securities

At the Effective Time, each issued and outstanding share of Merger Sub common stock shall be cancelled and retired and shall cease to exist. Immediately following the Effective Time, the Surviving Company shall issue to Parent a number of shares of common stock, par value $0.0001 per share, of the Surviving Company equal to the number of shares of Merger Sub common stock outstanding immediately prior to the Effective Time upon payment by Parent to the Surviving Company of an amount equal to the product of (x) the number of shares of the Surviving Company issued to Parent and (y) the par value of such shares.

Summary of the Proxy Statement

Representations and Warranties

The Merger Agreement contains customary representations and warranties of the parties thereto with respect to, among other things: (a) organization, standing and power; (b) capital structure; (c) authorization to enter into the Merger Agreement and related transactions; (d) consents and governmental authorization; (e) SEC documents, financial statements, internal controls and procedures; (f) absence of certain changes or events; (g) no undisclosed material liabilities; (h) company permits and compliance with applicable laws; (i) compensation and benefits; (j) employment and labor matters; (k) tax matters; (l) litigation; (m) intellectual property; (n) real property; (o) material contracts; (p) insurance; (q) environmental matters; (r) brokers; (s) state takeover statue; (t) investment company act; (u) related party transactions; and (v) FDA regulatory. Aditxt has additional representations and warranties, including (a) ownership of company capital stock (b) Investment Company Act and (c) Related Party Transactions.

Covenants

The Merger Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Merger and efforts to satisfy conditions to consummation of the Merger. The Merger Agreement also contains additional covenants of the parties, including, among others, (a) conduct of business, (b) access to information, (c) notice of certain events, restrictions on making loans or capital expenditures, (d) cooperation and use of reasonable best efforts to defend against shareholder litigation, the (e) preparation of a proxy statement by the Company, (f) to obtain all requisite approvals of each party’s respective stockholders (g) taking all actions necessary to delist Company common stock upon effective time of the agreement and (h) that Evofem shall assist Aditxt in obtaining an agreement with the Company Convertible Noteholders to exchange such Company Convertible Notes and purchase rights they hold for an aggregate (for all Company Convertible Note Holders) of not more than 88,161 shares of Aditxt Preferred Stock on terms acceptable to Aditxt in its reasonable discretion.

Aditxt has additional covenants such as (a) indemnification of Directors and Officers Insurance (b) employee matters (c) Aditxt equity investments (d) the transfer of taxes and (e) the use of the Company’s cash receipts, among others.

Conditions to Closing

The Merger Agreement is subject to certain closing conditions and contains customary representations, warranties and covenants.

For more information regarding conditions to closing, see “Conditions to Closing” on page 61.

Termination

The Merger Agreement may be terminated as follows, before or after the Company Shareholder Approval:

(a) by mutual written consent of the Company and Parent;

(b) by either the Company or Parent:

(i) if any Governmental Entity of competent jurisdiction shall have issued a final and non-appealable order, decree, ruling or injunction or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger, or if there shall have been adopted prior to the Effective Time any law that permanently makes the consummation of the Merger illegal or otherwise permanently prohibited;

(ii) if the Merger shall not have been consummated on or before 5:00 p.m. Eastern Time, on September 30, 2024 (such date being the “End Date”); provided, that the right to terminate shall not be available to any party whose breach of any representation, warranty, covenant or agreement contained in the Merger Agreement has been the primary cause of or resulted in the failure of the Merger to occur on or before such date;

Summary of the Proxy Statement

(iii) in the event of a breach by the other party (treating Parent and Merger Sub as one party) of any covenant or other agreement contained in the Merger Agreement or if any representation and warranty of the other party contained in the Merger Agreement fails to be true and correct which (x) would give rise to the failure of a condition set forth in Section 7.2(a) or (b) or Section 7.3(a) or (b), as applicable, if it were continuing as of the Closing Date and (y) cannot be or has not been cured (or is incapable of becoming true or does not become true) by the earlier of (1) the End Date and (2) the date that is 30 days after the giving of written notice to the breaching party of such breach or failure to be true and correct and the basis for such notice (a “Terminable Breach”); provided, however, that the terminating party is not then in Terminable Breach of any representation, warranty, covenant or other agreement contained in the Merger Agreement; or

(iv) if the Company Shareholder Approval shall not have been obtained at a duly held Company Meeting of Stockholders (including any adjournment or postponement thereof) at which a vote on the approval of this Agreement and the Transactions, including the Merger, was taken; or

(c) by Parent prior to the time the Company Shareholder Approval is obtained, if the Company Board shall have effected a Company Change of Recommendation;

(d) by the Company at any time after there has been a Company Change of Recommendation; provided, that the Company has provided Parent ten (10) calendar days’ prior written notice thereof and has negotiated in good faith with Parent to provide a competing offer;

(e) by the Company if the Parent common stock is no longer listed for trading on NASDAQ;

(f) by the Company if any of: (i) the Initial Parent Equity Investment has not been made by the Initial Parent Equity Investment Date, (ii) the Second Parent Equity Investment has not been made by the Second Parent Equity Investment Date, (iii) the Third Parent Equity Investment has not been made by the Third Parent Equity Investment Date, (iv) the Fourth Parent Equity Investment has not been made by the Fourth Parent Equity Investment Date, or (v) the Parent Fifth Investment has not been made by the Parent Fifth Investment Date;

(g) by the Parent in the event that the Parent determines, in its reasonable discretion, that the acquisition of the Company pursuant to this Agreement could result in a materially adverse amount of cancellation of indebtedness income to Parent for federal income-tax purposes recognized and attributable to any modification, restructuring, or purchase of the indebtedness of the Company or the purchase of the Company. Determining whether any income is “materially adverse” shall take into account both (i) whether such income is offset by any available current operating losses and net operating loss and other tax attributes carryforwards, and (ii) the materiality of the amount of tax attributable to such income, net of all offsets, deductions, credits and other reductions in the amount of tax actually payable as a result thereof.

Effect of Termination

In the event of termination of the Merger Agreement by any party as provided in, the Merger Agreement shall become void and there shall be no liability or obligation on the part of any party except with respect to Section 8.2, Section 6.7(b), Section 8.3 and Articles I and IX, which Sections and Articles shall not terminate; provided, however, that notwithstanding anything to the contrary herein, no such termination shall relieve any party from liability for any damages arising from or arising out of an intentional and material breach of any covenant, agreement or obligation hereunder or intentional fraud, or as provided in the Non-Disclosure Agreement, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity.

Legal Proceedings

As of the date hereof, the Company has received several letters from purported Company stockholders demanding that the Company’s Board of Directors take action on behalf of the Company to remedy allegations regarding the Company’s disclosures to shareholders with respect to various alleged omissions of material information in the preliminary proxy statement filed September 23, 2024 but withdrawn from consideration by the shareholders on December 23, 2024. The demands were relating to the proposed transaction, and two demands made under Section 220 of the DGCL for books and records related to the transaction and disclosures in this proxy statement. The Company believes all such demands are without merit.

Agreements to be Executed Prior to or at Closing

This section describes certain additional agreements entered into or to be entered into pursuant to the Merger Agreement but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the agreements. The full text of the related agreements, or forms thereof, are filed as annexes to this proxy statement, and the following descriptions are qualified in their entirety by the full text of such annexes. Shareholders and other interested parties are urged to read such related agreements in their entirety prior to voting on the proposals presented at the special meeting.

Exchange Agreement

Prior to Closing, the Company Convertible Note Holders will enter into an Exchange Agreement, pursuant to which these Note Holders will exchange the value of their then-outstanding Company Convertible Notes and Purchase Rights for an aggregate of not more than 88,161 shares of Parent Preferred Stock.

Summary of the Proxy Statement

Warrant Holder Agreement

Prior to Closing, the Company will enter into Warrant Holder Agreement with all holders of Company Warrants (other than Other Company Warrants), wherein each Warrant Holder agrees to exchange such Company Warrants as they hold for an aggregate (for all Warrant Holders) of not more than 930.336 shares of Parent Preferred Stock on terms acceptable to Parent.

Waivers

Prior to Closing, the Company shall have obtained waivers from holders of Company Convertible Notes to waive the any fundamental transaction rights such holder may have under the Convertible Notes, including any right to vote, consent, or otherwise approve or veto any of the transactions.

Voting Agreement

On the Closing Date, the Parent and certain members of Company management will enter into a mutually agreeable voting agreement.

Management

Effective as of the Closing, officers of the Surviving Company will be Saundra Pelletier and Ivy Zhang and the directors of the Surviving Company shall be Saundra Pelletier, Amro Albanna, and Lisa Rarick.

See “Directors, Executive Officers, Executive Compensation and Corporate Governance — Directors and Executive Officers after the Merger” for additional information.

Who Can Vote

Only stockholders who owned our common stock and Series E-1 at the close of business on the Record Date are entitled to vote at the Special Meeting. On this Record Date, there were [share count] shares of our common stock outstanding and entitled to vote and [share count] shares of our Series E-1 that are outstanding and entitled to vote at the Meeting or any adjournment thereof. Each one share of Series E-1 has voting rights on Proposal 1: the Merger Proposal and Proposal 2: Adjournment equal to the number of shares of common stock into which the Series E-1 were convertible as of the Record Date.

Requirements for approval of each proposal are as follows:

Approval of each of these Proposals also requires the presence of a quorum at the Special Meeting.

You do not need to attend the Special Meeting to vote your shares. Shares represented by valid proxies, received in time for the Special Meeting and not revoked prior to the Special Meeting, will be voted at the Special Meeting. For instructions on how to change or revoke your proxy, see “May I Change or Revoke My Proxy?” below. If you attend the Special Meeting, either in person or by submitting your proxy, and abstain from voting, it will have the same effect as voting against all the Proposals.

Between October 28 and 31, 2024, the Company entered into a Support Agreement with some of its investors pursuant to which the investors agreed (i) to vote all Subject Shares (as defined in the Support Agreement) that an investor is entitled to vote at the time any vote to approve and adopt the Merger Agreement and the Merger at any meeting of the stockholders of the Company, and at any adjournment thereof, at which the Merger Agreement is submitted for consideration and vote of the stockholders of the Company, and (ii) that he or it will not vote any Subject Shares in favor of, and will vote such Subject Shares against the approval of, any Company Acquisition Proposal (as defined in the Support Agreement). Each investor also revoked any and all previous proxies granted with respect to the Subject Shares. The investors agreed that all shares of Company Capital Stock (as defined in the Support Agreement) that each investor purchases, acquires the right to vote, or otherwise acquires beneficial ownership of, after the execution of the Support Agreement and prior to the Expiration Date (as defined below) shall be subject to the terms and conditions of the Support Agreement. Furthermore, the Investors agreed not to sell or transfer any of such Subject Shares until: (a) the Merger Agreement shall have been terminated for any reason; (b) the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement; (c) the acquisition by Aditxt of all Subject Shares of the investors, whether pursuant to the Merger or otherwise; (d) any amendment, change or waiver to the A&R Merger Agreement as in effect on the date hereof, without each Investor’s consent, that (1) decreases the amount, or changes the form or timing (except with respect to extensions of time of the offer in accordance with the terms of the Merger Agreement) of consideration payable to the Investors pursuant to the terms of the Merger Agreement as in effect on the date hereof or (2) materially and adversely affects such Investor; or (e) is agreed to in writing by Aditxt and each Investor (collectively the “Expiration date”).

As of the date of the Support Agreement, the Investors owned collectively an aggregate of 1,468 shares of Series E-1 Convertible Preferred Stock; 364,539,337 shares of common stock issuable upon the conversion of convertible notes; 9,549,716 shares of common stock issuable upon exercise of warrants; and 788,983,896 shares of Company common stock issuable upon any other instrument convertible into Company common stock.

With respect to approval of the Merger Proposal, the holders of Evofem Series E-1 (the “E-1 Holders”), holding an aggregate of [share count] shares, have aggregate voting rights equal to 24.97% of Evofem common stock (or 19.98% of the Evofem combined voting power as of July 22, 2025).

Appraisal Rights

General

Under the DGCL, you have the right to demand appraisal and to receive payment in cash for the fair value of your shares of common stock as determined by the Delaware Court of Chancery, together with interest, if any, as determined by the Delaware Court of Chancery, in lieu of the Merger Consideration, subject to the requirements and limitations set forth in Section 262 of the DGCL described herein. These rights are known as appraisal rights. Company Stockholders of record and beneficial owners electing to exercise appraisal rights must comply with the provisions of Section 262 of the DGCL in order to perfect their rights. Strict compliance with the statutory procedures is required to perfect appraisal rights under Delaware law.

This section is intended as a brief summary of the material provisions of Delaware law pertaining to appraisal rights. The following discussion, however, is not a complete summary of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL that is accessible at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262 and incorporated by reference herein. Failure to comply strictly with the procedures set forth in Section 262 of the DGCL will result in the loss of appraisal rights. The following discussion does not constitute any legal or other advice, nor does it constitute a recommendation as to whether or not a Company Stockholder of record or beneficial owner should exercise his, her or its right to seek appraisal under Section 262 of the DGCL.

Subject to certain exceptions specified in Section 262 of the DGCL and summarized below, holders of record, and beneficial owners, of shares of common stock who: (1) submit a written demand for appraisal of such Person’s shares to the Company prior to the vote on the Merger Proposal; (2) have not consented to or otherwise voted in favor of the Merger Proposal or otherwise withdrawn, lost or waived appraisal rights; (3) continuously are the record holders or beneficial holders, as applicable, of such shares through the Effective Time; and (4) otherwise comply with the applicable procedures and requirements set forth in Section 262 of the DGCL will be entitled to have their shares appraised by the Delaware Court of Chancery and receive payment in cash of the “fair value” of such shares (as determined by the Delaware Court of Chancery, exclusive of any element of value arising from the accomplishment or expectation of the Merger) as of the completion of the Merger instead of the Merger Consideration. Any such Company Stockholder of record or beneficial holder awarded “fair value” for the holder’s shares by the court would receive payment of that fair value in cash, together with interest, if any, in lieu of the right to receive the Merger Consideration. It is possible that any such “fair value” as determined by the Delaware Court of Chancery may be more or less than, or the same as the Merger Consideration.

Summary of the Proxy Statement

Section 262 of the DGCL requires that Company Stockholders for whom appraisal rights are available be notified not less than 20 days before the Special Meeting. Either a copy of Section 262 of the DGCL or information directing Company Stockholders to a publicly available electronic resource at which Section 262 of the DGCL may be accessed without subscription or cost must be included with such notice. 

This Proxy Statement constitutes our notice to the Company Stockholders of the availability of appraisal rights in connection with the Merger in compliance with the requirements of Section 262 of the DGCL and a copy of the applicable statutory provisions is accessible at the following publicly available website:

https://delcode.delaware.gov/title8/c001/sc09/index.html#262

Company Stockholders of record and beneficial owners who wish to exercise appraisal rights or who wish to preserve the right to do so should review the following summary and the applicable statutory provisions carefully. Failure to comply with the procedures of Section 262 of the DGCL in a timely and proper manner will result in the loss of appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of the Company unless certain stock ownership conditions are satisfied by the Company Stockholders of record and beneficial owners seeking appraisal. Because of the complexity of the procedures for exercising the right to seek appraisal, Company Stockholders of record and beneficial owners who wish to exercise appraisal rights are urged to consult with their own legal and financial advisors in connection with compliance under Section 262 of the DGCL. A Company Stockholder of record or beneficial owner who loses, waives or otherwise fails to properly exercise his, her or its appraisal rights will be entitled to receive the Merger Consideration.

How to Exercise and Perfect Your Appraisal Rights

If you are a Company Stockholder of record or a beneficial holder and wish to exercise the right to seek an appraisal of your shares of common stock, you must satisfy each of the following conditions:

If you fail to comply with any of these conditions and the Merger is completed, you will be entitled to receive the Merger Consideration, but you will have no appraisal rights with respect to your shares of common stock.

In the case of a record holder of shares of common stock, voting, online, at the Special Meeting, by proxy, against, abstaining from voting on or failing to vote on the Merger Proposal will not constitute a written demand for appraisal as required by Section 262 of the DGCL. The written demand for appraisal is in addition to and separate from any proxy or vote. If you want to exercise your appraisal rights, you must not vote your shares of common stock online, at the Special Meeting, or by proxy in favor of the Merger Proposal.

In the case of a beneficial owner of shares of common stock, brokers, banks and other nominees that hold shares in “street name” for their customers do not have discretionary authority to vote those shares on the Merger Proposal without specific voting instructions from the beneficial owner on such proposal, but such brokers, banks or other nominees will vote such shares as instructed if the beneficial owner provides such instructions. If a beneficial owner of shares of common stock held in “street name” instructs such Person’s broker, bank or other nominee to vote such Person’s shares in favor of the Merger Proposal, and does not revoke such instruction prior to the vote on the Merger Proposal, then such shares will be voted in favor of the Merger Proposal, and it will constitute a waiver of such beneficial owner’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, if you are a beneficial owner of shares of common stock who wishes to exercise appraisal rights, you must either not provide any instructions to your broker, bank or other nominee how to vote on the Merger Proposal or instruct such broker, bank or other nominee to vote against the Merger Proposal or abstain from voting on such proposal.

Who May Exercise Appraisal Rights

A holder of record or beneficial owner of shares of common stock issued and outstanding immediately prior to the Effective Time may assert appraisal rights for the shares of common stock held of record or beneficially in that holder’s name. A demand for appraisal must be executed by or on behalf of the Company Stockholder of record or beneficial owner, as applicable, and must reasonably inform the Company of the identity of the Company Stockholder of record or beneficial owner and that the Company Stockholder intends to demand appraisal of his, her or its shares of common stock. In addition, in the case of a demand for appraisal made by a beneficial owner, the demand must (1) reasonably identify the holder of record of the shares for which the demand is made, (2) provide documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (3) provide an address at which such beneficial owner consents to receive notices given by the Company and to be set forth on the verified list of Persons who have demanded appraisal for their shares pursuant to Section 262(f) of the DGCL. A holder of record, such as a bank, broker or other nominee, who holds shares of common stock as a nominee or intermediary for others, may exercise his, her or its right of appraisal with respect to the shares held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares as to which appraisal is sought. Where no number of shares is expressly mentioned, the demand will be presumed to cover all shares held in the name of the holder of record.

If you elect to exercise appraisal rights under Section 262 of the DGCL, you should mail or deliver a written demand to:

Evofem Biosciences, Inc.

7770 Regents Road, Suite 113-618

San Diego, CA 92122

Summary of the Proxy Statement

Ownership of the Surviving Company After the Closing

Upon Closing, Parent will own directly, 100% of the issued and outstanding common shares of the Surviving Company.

Interests of Certain Persons in the Merger

When you consider the recommendation of the Board in favor of adoption of the Merger Proposal, you should keep in mind that Evofem’s directors and officers have interests in the Merger that could be different from, or in addition to, your interests as a stockholder including:

These interests may influence the board of directors in making their recommendation that you vote in favor of the approval of the Merger Proposal. 

Anticipated Accounting Treatment

The Merger will be accounted for as a business combination in accordance with GAAP. Under this method of accounting, the Company will be treated as the “acquired” company for accounting purposes. Because Aditxt will be treated as the accounting acquirer, Aditxt’s assets and liabilities will be recorded at their pre-combination carrying amounts. Aditxt will record Evofem’s assets and liabilities, including the value of any acquired intangibles and any goodwill resulting from the transaction at fair market value.

Recommendations of the Board and Reasons for the Merger

After careful consideration of the terms and conditions of the Merger Agreement, Evofem’s Board has determined that Merger and the transactions contemplated thereby are fair to, and in the best interests of, Evofem and its stockholders. The Board recommends that the Evofem stockholders vote:

Summary of the Proxy Statement

Summary Risk Factors

In evaluating the Merger and the Proposals to be considered and voted on at the Meeting, you should carefully review and consider the risk factors set forth under the “Risk Factors” section of this proxy statement. Evofem is subject to various risks associated with its businesses and their industries including, but not limited to, the principal risk factors that are summarized below and in Evofem’s Annual Report on Form 10-K filed with the SEC. In addition, the Merger poses a number of risks to Evofem and its stockholders, including the possibility that the Merger Agreement may not be completed.

Risks Related to the Merger

Risks Related to Aditxt’s Business

Recent Developments

Purchase of Senior Subordinated Convertible Note and Warrant of Evofem Biosciences, Inc.

On June 26, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Aditxt pursuant to which the Company purchased (i) a senior subordinated convertible note (the “Evofem Note”) of Evofem in the principal amount of $1,423,076.92, and (ii) a warrant (the “Evofem Warrant”) to purchase up to 92,407,592 shares of Evofem common stock for a purchase price of $925,000.

The Evofem Note is a senior subordinate obligation of Evofem and will accrue interest at a rate of 8% per annum, which will adjust to 12% upon an Event of Default (as defined in the Evofem Note). The Evofem Note is initially convertible into shares of common stock of Evofem at a conversion price of $0.0154 per share, subject to adjustment as described therein. The Note may not be converted by Aditxt if, after giving effect to such conversion, Aditxt would beneficially own in excess of 9.99% of Evofem common stock. Unless earlier converted, or redeemed, the Evofem Notes will mature on June 26, 2028.

The Evofem Warrant is exercisable into shares of common stock of Evofem at an exercise price of $0.0154, subject to adjustment as described therein, and may be exercised on a cashless basis. The Evofem Warrant may not be exercised by Aditxt if, after giving effect to such exercise, the Company would beneficially own in excess of 9.99% of Evofem common stock. The Evofem Warrant is exercisable for a term of five years from the date of issuance.

Ms. Pelletier’s Appointment to the Aditxt Board

On June 5, 2025, Ms. Saundra Pelletier, CEO and member of the Board of Directors of Evofem, was appointed as a member of the Board of Directors of Aditxt, Inc.

Notice of Default and Termination of Forbearance Agreement

On September 27, 2024, Future Pak, LLC, a Michigan limited liability company, as agent for the Purchasers (in such capacity, the “Designated Agent”), provided a Notice of Event of Default and Reservation of Rights (the “Notice of Default”) relating to the Securities Purchase and Security Agreement dated April 23, 2020, as amended (“SPA”), by and among the Company, Designated Agent, as certain guarantors, and the purchasers (each a “Purchaser” and collectively “Purchasers”). The Notice of Default claims that by entering into arrangements to repay certain existing obligations, including obligations owed to the U.S. Department of Health and Human Services, an Event of Default has occurred under Section 9.1(e) of the SPA.

According to the Notice of Default, the Designated Agent has accelerated repayment of the outstanding principal balance owed by the Company under the SPA. If all Purchasers exercise the Section 5.7 Option (as defined below), the repurchase price would be equal to approximately $106.8 million. Pursuant to Section 5.7(b) of the SPA, upon the occurrence of an Event of Default, each Purchaser may elect, at its option, to require the Company to repurchase the Note held by such Purchaser (or any portion thereof) at a repurchase price equal to two times the sum of the outstanding principal balance and all accrued and unpaid interest thereon, due within three business days after such Purchaser delivers a notice of such election (the “Section 5.7 Option”).

On October 27, 2024, the Designated Agent sent an amended and supplemented notice to the Notice of Default which added additional claims of default based on the Company’s current repayment agreements of existing obligations, including obligations owed to the U.S. Department of Health and Human Services, and reasserted that an Event of Default has occurred under Section 9.1(e) of the SPA. Furthermore, the Amended Notice stated that, because the events of default described in the Amended Notice of Default are not the certain prior events of default listed in the Forbearance Agreement (the “Specified Defaults”), the Designated Agent and the holders of the senior secured promissory notes described in the SPA thereby provided notice to the Company that the Forbearance Agreement is terminated as of October 27, 2024. 

Subsequently, on November 8, 2024, the Designated Agent sent an amended and supplemented notice to the Notices (the “Third Amended Notice of Default”) which adds new claims of default based on (i) the Company’s failure to maintain a cash position of $1,000,000 or greater, as required under Section 5(b) of the Forbearance Agreement (ii) the Company’s failure to deliver financial and operating reports in accordance with the timeline required under the Section 8.1(n) of the SPA, and (iii) to clarify the outstanding balance under the notes of the SPA plus all accrued and unpaid interest thereon, in the sum of approximately is $107,000,000 as opposed to the Repurchase Price.

The Company strongly disagrees with the Designated Agent’s claims that any Event of Default has occurred. The Company intends to vigorously contest any attempt by the Designated Agent and the Purchasers to exercise their default rights and remedies under the SPA.

Phexxi Rebranding

On December 14, 2020, a trademark dispute captioned TherapeuticsMD, Inc. v Evofem Biosciences, Inc., was filed in the United States District Court for the Southern District of Florida against the Company, alleging trademark infringement of certain trademarks owned by TherapeuticsMD under federal and state law. On July 18, 2022, the Company settled the lawsuit with TherapeuticsMD, pursuant to which the Company agreed to rebrand its product by July 18, 2024 to coincide with its specific strategic marketing objectives. On July 29, 2024, the Company received a cease and desist letter from TherapeuticsMD, demanding that the Company change the name of Phexxi. In April 2025, the Company’s application for a new name was approved by the FDA. The Company is currently finalizing plans to re-brand Phexxi in connection with the 2022 settlement.

Issuance of Series F-1 Preferred Shares to Aditxt

The Company issued an aggregate of 4,000 shares of its Series F-1 Preferred Shares to Aditxt for an aggregate purchase price of $4.0 million in the second half of 2024, pursuant to the A&R Merger Agreement.

The powers, preferences, rights, qualifications, limitations, and restrictions applicable to the F-1 Preferred Stock are set forth in the F-1 Preferred Stock certificate of designation, as filed with the U.S. Securities and Exchange Commission (the “Commission”) in that Current Report on Form 8-K dated on December 12, 2023.

In connection with the closings of the above, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with Aditxt, which provides that the Company will register the resale the shares of Company common stock issuable upon conversion of the F-1 Preferred Shares. The Company is required to prepare and file a registration statement on Form S-3 with the Commission no later than the 300th calendar day following the signing date for the Purchase Agreement and to use its commercially reasonable efforts to have the registration statement declared effective by the Commission within 90 days of the filing of such registration statement, subject to certain exceptions and specified penalties if timely effectiveness is not achieved. On March 22, 2025, Aditxt waived the Company’s obligations contained in the Registration Rights Agreement. Such waiver shall be valid for a period of nine (9) months from the date hereof, at which time such obligations shall be restored in full.

The Company has also agreed, among other things, to indemnify Aditxt, its officers, directors, agents, partners, members, managers, stockholders, affiliates, investment advisers, and employees of each of them under the registration statement from certain liabilities and pay all fees and expenses (excluding any underwriting discounts and selling commissions) incident to the Company’s obligations under the Registration Rights Agreement.

Aditxt Note and Warrants

On April 8, 2025, the Company entered into a securities purchase agreement (the “Aditxt SPA”) with Aditxt providing for the sale and issuance of senior subordinated convertible notes due in the aggregate original principal amount of $2.3 million (the “Aditxt Notes”) and warrants to purchase an aggregate of 149,850,150 shares (the “Aditxt Warrants”) of common stock the Company, par value $0.0001 (collectively, the “Aditxt Offering”).

The Aditxt Offering closed on April 8, 2025 and, as a result, the Company issued Aditxt Notes in an aggregate principal amount of $2.3 million and Aditxt Warrants to purchase 149,850,150 shares of common stock with an exercise price of $0.0154. Aditxt paid approximately $650 for each $1,000 of the principal amount of Notes and Warrants. The net proceeds after the offering costs to the Company from the Aditxt Offering were approximately $1.5 million. The Company waived Aditxt’s default under the terms of the A&R Merger Agreement due to the full Fifth Parent Investment not being made by the deadline set forth in the Fifth Amendment.

License and Supply Agreements

On July 17, 2024, and May 20, 2025, Evofem entered into License and Supply Agreements with Pharma 1 Drug Store, LLC, for the exclusive commercialization rights for Phexxi and SOLOSEC, respectively (collectively “the Licensed Products”), in certain countries in the Middle East (the “Territory”), including the United Arab Emirates (“UAE”), Kuwait, Saudi Arabia, and Qatar. Pharma 1 is responsible for obtaining and maintaining any regulatory approvals required to market and sell the Licensed Products and will handle all aspects of distribution, sales and marketing, pharmacovigilance and all other commercial functions related to the Licensed Products in the Territory, assuming regulatory approvals.

Under each License Agreement, Pharma 1 shall create a Development Plan (as defined in the License Agreement) to pursue all reasonable actions necessary to obtain governmental approval of (i) the Licensed Products and (ii) any related formulations of the Company’s licensed technologies whether now existing or subsequently developed (the Products) in the Territory. Furthermore, subject to the terms and conditions of the License Agreement, the Company granted to Pharma 1 an exclusive, royalty-free, sublicensable license to the Products to advertise, promote, distribute for commercial sale, offer for sale, sell, and import for commercial sale the Licensed Products in the Territory. Within three months from the Effective Date, Pharma 1 must file the regulatory dossier for the Licensed Products with the UAE. Within twelve months of the Effective Date, Pharma 1 must place an order for sufficient quantities of Phexxi to support commercial launch of the Licensed Product in the United Arab Emirates (UAE). Within two weeks of the approval of SOLOSEC, by the UAE MOHAP, Pharma 1 must place an order for sufficient quantities of SOLOSOEC to support commercial launch of the Licensed Product in the UAE. Within eighteen months after the last governmental approval of each Licensed Product, Pharma 1 must seek governmental approval of the Licensed Product in a different country/state in the Territory.

As consideration for the License Agreement, Pharma 1 has agreed to pay the Company the cost to manufacture the Product, plus a fee, and has agreed to maintain an inventory of the Product reasonably sufficient to satisfy at least four and six months’ worth of its requirements of Phexxi and SOLOSEC, respectively, at all times for the duration of the Term.

As additional consideration for the SOLOSEC License Agreement, Pharma 1 has agreed to pay the Company an upfront fee, regulatory milestone payments and, post-launch, sales-based milestone payments.

The License Agreements contain customary representations, warranties and indemnities of the Company and Pharma 1 relating to the Licensed Products.

Adjuvant Call Option

On April 10, 2025, the Company entered into a Call Option Agreement (the “Option Agreement”) with Adjuvant Global Health Technology Fund, L.P., Adjuvant Global Health Technology fund DE, L.P. (collectively, the “Security Holder”) and Aditxt, pursuant to which the Security Holder granted Aditxt a call option (the “Option”) to purchase, at the sole discretion of Aditxt, the Evofem Securities (defined below) for an aggregate purchase price of $13 million. The “Evofem Securities” consist of convertible promissory notes of Evofem in the aggregate principal amount of $25 million and certain right to receive common stock agreements issued by Evofem. The Option has a term commencing on or after the satisfaction in full of the repayment obligations under that certain Securities Purchase and Security Agreement by and between Evofem, Future Pak, LLC and the designated agent dated April 23, 2020, as amended to date (the “Future Pak Note”), until 5:00 Pacific time on June 30, 2025 (the “Call Period”). Pursuant to the Option Agreement, the Security Holder may not transfer the Evofem Securities without the prior written consent of the Company; provided, however, that (i) if Aditxt has not provided $1.5 million of capital to Evofem by April 30, 2025 (the “Funding Milestone”), the Security Holder may transfer the Evofem Securities after April 30, 2025 without the prior written consent of Aditxt, (ii) if the Funding Milestone has not been satisfied and the Future Pak Note is still held by Future Pak on May 31, 2025, the Security Holder may transfer the Evofem Securities after May 31, 2025, without the prior written consent of the Company; and (iii) if at any time the repayment obligations of the Future Pak Note have been satisfied through or by a transaction not associated with either Aditxt or the transactions contemplated under the Amended and Restated Agreement and Plan of Merger, as amended to date, by and between Aditxt, Adifem, Inc. and Evofem, the Security Holder may transfer the Evofem Securities, without the prior written consent of Aditxt.

Selected Historical Financial Data of Evofem

Evofem’s Statement of Operations data for the three months ended March 31, 2025 and the year ended December 31, 2024 and balance sheet data as of March 31, 2025 and December 31, 2024 are derived from Evofem’s unaudited condensed consolidated interim financial statements and audited consolidated financial statements, respectively, as filed with the SEC and available at www.sec.gov.

The historical results of Evofem included below and elsewhere in this proxy statement are not necessarily indicative of the future performance of Evofem. You should read the following selected financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Evofem” and the consolidated financial statements and the related notes appearing elsewhere in this proxy statement. All numbers presented in the table below are in thousands.

Selected Historical Financial Data of Evofem

Selected Historical Financial Data of Aditxt

Aditxt’s Statement of Operations data for the three months ended March 31, 2025 and the year ended December 31, 2024 and balance sheet data as of March 31, 2025 and December 31, 2024 are derived from Aditxt’s interim and audited financial statements, respectively, included elsewhere in this proxy statement. 

The historical results of Aditxt included below and elsewhere in this proxy statement are not necessarily indicative of the future performance of Aditxt. You should read the following selected financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Aditxt” and the financial statements and the related notes appearing elsewhere in this proxy statement. All numbers presented in the table below are in thousands.

Trading Market and Dividends

Trading Market and Dividends

Aditxt

Common Stock

The shares of Aditxt common stock are quoted on the Nasdaq Stock Market, under the symbol “ADTX”.

Aditxt’s Dividend Policy

Aditxt has not paid any cash dividends on its shares of Aditxt common stock to date and does not anticipate paying any cash dividends on their common stock in the foreseeable future. Aditxt intends to retain all available funds and future earnings to fund the development and expansion of their business. Any future determination to pay dividends will be at the discretion of the Aditxt board of directors and will depend upon a number of factors, including the results of operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law and other factors the Aditxt board of directors deems relevant.

Evofem

Holders of Evofem common stock

As of the Record Date, there were [number] holders of record of Evofem common stock. Evofem’s Common stock is traded on OTCID under the symbol “EVFM.”

Dividend Policy of Evofem

Evofem has not paid any cash dividends on its stock to date and does not intend to pay cash dividends prior to Closing.

Surviving Company

Dividend Policy

Following Closing, the Surviving Company’s board of directors will consider whether or not to institute a dividend policy. It is presently intended that the Surviving Company retain its earnings for use in business operations and accordingly, it is not anticipated that the Surviving Company’s board of directors will declare any dividends in the foreseeable future.

Risk Factors

In deciding how to vote, Company shareholders should carefully consider the following risk factors and all of the information contained in, or incorporated by reference herein, including, but not limited to, the matters addressed in “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 7 and the matters discussed under “Item 1A. Risk Factors” of Evofem’s’ Annual Report on Form 10-K for the fiscal year ended December 31, 2024 as updated from time to time in Evofem’s’ subsequent filings with the SEC, which are incorporated by reference herein. See “Where You Can Find Additional Information” within this document.

Risks Related to the Merger

On September 27, 2024, October 27, 2024 and November 8, 2024, the Company received Notices of Defaults from their largest creditor, Future Pak, LLC, alleging a number of Events of Default, accelerating the Principal due and payable and declaring the termination of the existing Forbearance Agreement.

On September 27, 2024, the Designated Agent provided a Notice of Default relating to the SPA, by and among the Company, Designated Agent, as certain guarantors, and the Purchasers. The Notice of Default claims that by entering into arrangements to repay certain existing obligations, including obligations owed to the U.S. Department of Health and Human Services, an Event of Default has occurred under Section 9.1(e) of the SPA.

According to the Notice of Default, the Designated Agent has accelerated repayment of the outstanding principal balance owed by the Company under the Securities Purchase Agreement. If all Purchasers exercise the Section 5.7 Option (as defined below), the repurchase price would be equal to approximately $106.8 million. Pursuant to Section 5.7(b) of the SPA, upon the occurrence of an Event of Default, each Purchaser may elect, at its option, to require the Company to repurchase the Note held by such Purchaser (or any portion thereof) at a repurchase price equal to two times the sum of the outstanding principal balance and all accrued and unpaid interest thereon, due within three business days after such Purchaser delivers a notice of such election (the “Section 5.7 Option”).

On October 27, 2024, the Designated Agent sent an amended and supplemented notice to the Notice of Default which adds additional claims of default based on the Company’s current repayment agreements of existing obligations, including obligations owed to the U.S. Department of Health and Human Services, an Event of Default has occurred under Section 9.1(e) of the Securities Purchase and Security Agreement dated April 23, 2020, as amended. Furthermore, the Amended Notice stated that, because the events of default described in the Amended Notice of Default are not the certain prior events of default listed in the Forbearance Agreement (the “Specified Defaults”), the Designated Agent and the holders of the senior secured promissory notes described in the SPA thereby provided notice to the Company that the Forbearance Agreement is terminated as of October 27, 2024. 

Subsequently, on November 8, 2024, the Designated Agent sent an amended and supplemented notice to the Notices (the “Third Amended Notice of Default”) which adds new claims of default based on (i) the Company’s failure to maintain a cash position of $1,000,000 or greater, as required under Section 5(b) of the Forbearance Agreement (ii) the Company’s failure to deliver financial and operating reports in accordance with the timeline required under the Section 8.1(n) of the SPA, and (iii) to clarify the outstanding balance under the notes of the SPA plus all accrued and unpaid interest thereon, in the sum of approximately is $107,000,000 as opposed the Repurchase Price.

As such, the Designated Agent could take significant, adverse action against the Company, its assets and its accounts. There can be no assurances that the Company can cure the Events of Default or otherwise stop or mitigate any adverse actions taken by the Designated Agent.

The Company was required to stop using the Phexxi name and trademark as of July 18, 2024.

On December 14, 2020, a trademark dispute captioned TherapeuticsMD, Inc. v Evofem Biosciences, Inc., was filed in the United States District Court for the Southern District of Florida against the Company, alleging trademark infringement of certain trademarks owned by TherapeuticsMD under federal and state law. On July 18, 2022, the Company settled the lawsuit with TherapeuticsMD, pursuant to which the Company agreed to rebrand its product by July 2024 to coincide with its specific strategic marketing objectives. On July 29, 2024 the Company received a cease and desist letter from TherapeuticsMD, demanding that the Company change the name of Phexxi. The Company is currently finalizing plans to re-brand Phexxi in connection with the settlement reached with TherapeuticsMD in 2022.

The Merger and related transactions are subject to shareholder approval.

The Merger cannot be completed unless (1) a quorum is present at the Special Meeting and (2) a majority of the combined voting power of the issued and outstanding shares of Evofem common stock and Series E-1 are voted FOR Proposal 1. Aditxt is also required to obtain the requisite shareholder approval. If the required stockholder approval is not obtained, the Merger and related transactions cannot be completed. However, the Board reserves the right to abandon the Merger if it decides it is in the best interests of the shareholders.

The Merger and related transactions are also subject to consent by the Designated Agent, Future Pak, LLC.

In addition to the requisite shareholder approvals needed, pursuant to the terms of the SPA with the Designated Agent, the Merger cannot be completed unless consent is obtained from the Designated Agent. On September 27, 2024, October 27, 2024, and November 8, 2024, the Company received Notices of Defaults from the Designated Agent, alleging a number of Events of Default, accelerating the Principal due and payable and declaring the termination of the existing Forbearance Agreement, among other things described herein. Even if both Aditxt and the Company receive the requisite shareholder approvals, there can be no assurances that the Designated Agent will consent to the Merger and its underlying transactions.

Failure to satisfy the conditions to the Closing of the Merger on a timely basis or at all could cause delay and additional expense or prevent the Merger from occurring altogether.

The Merger Agreement contains conditions to Closing that must be fulfilled (or, as permitted by law, waived by the parties) in order to complete the Merger. These conditions include, among other customary conditions (i) the Company Shareholder approval shall have been obtained in accordance with applicable Law; (ii) no governmental entity having jurisdiction over any party shall have issue any order, decree, ruling injunction or other action that is in effect restraining the Merger; (iii) a voting agreement shall have been executed and delivered by the parties thereto; (iv) all Company preferred stock shall have been converted to Company common stock except for the Unconverted Company Preferred Stock (as defined by the Agreement); (v) the Company shall have received agreements from all of the holders of the Company’s warrants, duly executed, containing waivers with respect to any fundamental transaction, change in control or other similar rights that such warrant holders may have under any such Company warrants and exchange such Company warrants as they hold for an aggregate of not more than 930.336 shares of Aditxt Preferred Stock; (vi) the Company shall have cashed out any other warrant holder who has not provided a warrant holder agreement, provided, however, that the aggregate amount of such cash out for any and all other warrant holders who have not provided a warrant holder agreement shall not exceed $150,000; (vii) the Company shall have obtained waivers from holders of Company convertible notes of the original principal amount thereof with respect to any fundamental transaction rights such Company convertible note holders may have under any such Company convertible notes, including any right to vote, consent or otherwise approve or veto any of the transaction contemplated by this Merger Agreement; (viii) the outstanding balance of the senior secured loan plus all accrued and unpaid interest thereon, in an amount not to exceed the Repurchase Price (as defined in the Securities Purchase Agreement) shall have been paid in full; (ix) Aditxt shall have received a compliance certificate from the Company certifying Company complied with all its representations and warranties in the Merger Agreement; (x) Aditxt shall have received waivers from the parties to the agreements listed in Section 7.2(f) to the Aditxt Disclosure Letter of the issuance of securities in a “Variable Rate Transaction” (xi). Aditxt shall have received a certificate certifying that no interest in the Company is a U.S. real property interest, as required under U.S. treasury regulation section 1.897-2(h) and 1.1445-3(c); (xii) Company shall have received from Aditxt a compliance certificate certifying that Aditxt has complied with all its representations and warranties in the Merger Agreement, that Aditxt common stock included in the Merger Shares have been approved for listing on the Nasdaq, and Aditxt shall have regained compliance with the stockholders equity requirement in Nasdaq listing rule 5550(b)(1) (xiii) There shall be no more than 4,141,434 Dissenting Shares that are Company common stock or 98 Dissenting Shares that are Company Preferred Stock.

Risk Factors

The Merger Agreement may be terminated by either party if the Closing does not occur by November 29, 2024. Should satisfaction of these conditions take longer than the parties anticipate, or if any condition is not met by such date, the parties will need to mutually agree to either postpone Closing until the condition(s) are met or to waive or amend the condition. If a Closing condition cannot be met on a timely basis, or the parties are unable to agree on a waiver or amendment, the Closing may be delayed or the Merger Agreement may be terminated, subject to the terms and conditions contained therein.

There can be no assurance that the conditions to the Closing will be satisfied or waived or that the Merger will be completed. Any delay in completing the Merger could cause the Company and or Aditxt not to realize some or all of the benefits that the parties expect the Merger to achieve. Furthermore, the parties will fail to realize any benefits of the Merger should the Closing not occur, and in such event, each party will be subject to the go-forward risks of its respective business, potential reputational and economic harm that may result from a failure to consummate the Merger, and the potential economic burden of certain fees or expenses associated with a termination of the Merger Agreement.

Each party is subject to business uncertainties and contractual restrictions while the Merger is pending, which could adversely affect each party’s business and operations.

In connection with the pendency of the Merger, it is possible that some customers, suppliers, vendors and other business partners with whom Aditxt or the Company have a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with Aditxt or the Company, as the case may be, as a result of the Merger or otherwise, which could negatively affect Aditxt or the Company’s business, regardless of whether the Merger is completed. The pending transaction could also divert management time and resources that could otherwise have been devoted to other opportunities that may have been beneficial to either Aditxt or the Company.

Under the terms of the Merger Agreement, each of Aditxt and the Company are subject to certain restrictions on the conduct of their respective businesses prior to the Closing of the Merger which may adversely affect their abilities to execute certain of their business strategies. Such limitations could adversely affect Aditxt’s or the Company’s businesses and operations.

In addition, the Merger Agreement contains provisions that limit the Company’s ability to pursue alternatives to the Merger. Even if the Company’s Board of Directors withdraws or qualifies its recommendation with respect to the approval of the proposals set forth in this proxy statement, unless the Merger Agreement is terminated in accordance with its terms, the Company will still be required to submit such proposals to a vote at the Special Meeting.

The Parent Preferred Stock to be received by the E-1 Holders as a result of the Merger may have different rights from shares of Evofem common stock.

Following completion of the Effective Time of the Merger, the Company’s Series E-1 Holders will no longer be stockholders of the Company but will instead be preferred stockholders of Aditxt. While the rights, powers, and preferences of the Parent Preferred Stock are substantially in the form of the Certificate of Designation attached to the Merger Agreement as Exhibit A and hereto as Appendix G, there may be important differences between the rights of Company stockholders and the rights of Aditxt Stockholders.

Aditxt and the Company may become involved in securities litigations or stockholder derivative litigation in connection with the Merger, and this could divert the attention of Aditxt and Evofem’s management and harm the surviving company’s business, and insurance coverage might not be sufficient to cover all related costs and damages.

Securities litigation or stockholder derivative litigation frequently follows the announcement of certain significant business transactions, such as the sale of a business division or announcement of a business combination transaction. This risk is especially relevant for Aditxt and the Company because both companies have experienced significant stock price volatility in recent years, and the Company will become a wholly owned subsidiary of Aditxt. Aditxt and the Company may become involved in these types of litigations in connection with the Merger, and the Surviving Company may become involved in these types of litigations in the future. Litigation is often expensive and diverts management’s attention and resources, which could adversely affect the business of Aditxt and the Company and the Surviving Company, and insurance coverage may not be sufficient to cover all related costs and damages.

We have certain obligations pursuant to our issued and outstanding promissory notes, convertible notes and related note purchase agreements, and our failure to comply with these obligations could have a material adverse effect on our business, intellectual property, financial condition, or results of operations.

In April 2020, Evofem entered into a Securities Purchase and Securities Agreement (the “Baker Bros. Purchase Agreement”) with certain institutional investors and their designated agent pursuant to which the Company issued and sold secured convertible promissory notes in an aggregate principal amount of $25.0 million and warrants to purchase shares of its common stock. In November 2021, the Company entered into the first amendment to the Baker Bros. Purchase Agreement which extended the affirmative covenant to achieve $100.0 million in cumulative net sales of Phexxi by June 30, 2022 to June 30, 2023.

On March 7, 2023, Baker Bros. Advisors, LP (the “Designated Agent”) provided a Notice of Event of Default and Reservation of Rights (the “Notice of Default”) from Baker Bros claiming that the Company failed to maintain the required shares reserved amount per the Third Baker Amendment. In addition, the Notice of Default resulted in a cross default under all outstanding debt, which became currently due. While the Company did not have sufficient capital to repay such obligations during the period of default, the Company once again had sufficient required reserve number of shares upon the effectuation of the Reverse Stock Split in May 2023. As of June 30, 2023, the Company had not met the affirmative covenant requiring achievement of $100.0 million in cumulative net sales of Phexxi by such date. In September 2023, the Company entered into a Fourth Baker Amendment, upon which the cumulative net sales covenant was removed and all defaults existing at the time of signing were cured.

Risk Factors

The Fourth Baker Amendment amended certain provisions within the Baker Bros. Purchase Agreement including:

The current outstanding balance of the Baker Notes will continue to accrue interest at 10% per annum and, in the event of a default in the agreement or a failure to pay the Repurchase Price (as defined below) on or before September 8, 2028 (the “Maturity Date”), the Baker Purchasers may collect on the full principal amount then outstanding. Additionally, the Company was required to make a $1.0 million upfront payment by October 1, 2023 (which payment was made in late September 2023) as well as quarterly cash payments based upon a percentage of the Company’s global net product revenue. The cash payments will be determined based upon the quarterly global net revenue of Phexxi such that if the global net revenue is less than or equal to $5.0 million, the Company will pay 3%; if the global net revenue is over $5.0 million and less than or equal to $7.0 million, the Company will continue to pay 3% on net revenue up to $5.0 million and 4% on the net revenue over $5.0 million; and if the global net revenue is over $7.0 million, the Company will pay 3% on the net revenue up to $5.0 million, 4% on the net revenue over $5.0 million up to $7.0 million, and 5% on net revenue over $7.0 million. The cash payments will be payable beginning in the fourth quarter of 2023. Regardless of the percentage paid, the quarterly cash payment amounts, along with the $1.0 million upfront payment, will be deducted from the Repurchase Price as Applicable Reductions.

The Fourth Baker Amendment also granted the Company the ability to repurchase the principal amount and accrued and unpaid interest of the Baker Notes for up to a five-year period for the one-time Repurchase Price designated below:

On December 11, 2023, Baker Bros assigned to Aditxt, Inc. (the “Assignee”) all remaining amounts due under the Securities Purchase and Security Agreement by and among Borrower, Baker and Designated Agent, dated as of April 23, 2020, as amended on November 20, 2021, March 21, 2022, September 15, 2022 and September 8, 2023 (the “Agreement”). Upon such assignment, the Assignee was the Company’s senior secured debtholder and the Company is obligated to make all payments under the Fourth Baker Amendment to the Assignee as of December 31, 2023. The Notes were re-assigned back to Baker on February 26, 2024 and as such, Baker Bros is the Company’s senior secured debtholder as of the filing date.

On July 23, 2024, Baker Bros assigned the Baker Notes to Future Pak, LLC (the Assignee) (the July 2024 Assignment). The terms of the Baker Notes were not changed in connection with the assignment from Baker to the Assignee.

On September 27, 2024, the Assignee, as agent for the Purchasers (in such capacity, the Designated Agent) provided a Notice of Event of Default and Reservation of Rights (the September 2024 Notice of Default) relating to the Securities Purchase and Security Agreement dated April 23, 2020, as amended, by and among the Company, Designated Agent, as certain guarantors and the purchasers (each a Purchaser and collectively Purchasers). The September 2024 Notice of Default claims that by entering into arrangements to repay certain existing obligations, including obligations owed to the U.S. Department of Health and Human Services (HHS), an Event of Default has occurred under Section 9.1(e) of the SPA. According to the Notice of Default, the Designated Agent has accelerated repayment of the outstanding principal balance owed by the Company under the Securities Purchase Agreement. If all Purchasers exercise the Section 5.7 Option (as defined below), the repurchase price would be equal to the total outstanding balance, including principal and accrued interest. Pursuant to Section 5.7(b) of the SPA, upon the occurrence of an Event of Default, each Purchaser may elect, at its option, to require the Company to repurchase the Note held by such Purchaser (or any portion thereof) at a repurchase price equal to two times the sum of the outstanding principal balance and all accrued and unpaid interest thereon, due within three business days after such Purchaser delivers a notice of such election (the Section 5.7 Option).

On October 27, 2024, the Designated Agent sent an amended and supplemented notice to the Initial Notice of Default (the Amended Notice of Default) which adds new claims of default based on the Company’s current repayment agreements of existing obligations, including obligations owed to HHS, an Event of Default has occurred under Section 9.1(e) of the Baker Bros. Purchase Agreement, as amended. Furthermore, the Amended Notice stated that, because the events of default described in the Amended Notice of Default are not the certain prior events of default listed in the Forbearance Agreement (Specified Defaults), the Designated Agent and the holders of the senior secured promissory notes described in the SPA thereby provided notice to the Company that the Forbearance Agreement is terminated as of October 27, 2024.

On November 8, 2024, the Designated Agent sent an amended and supplemented notice to the Notices (the Third Amended Notice of Default) which adds new claims of default based on (i) the Company’s failure to maintain a cash position of $1.0 million or greater, as required under Section 5(b) of the Forbearance Agreement (ii) the Company’s failure to deliver financial and operating reports in accordance with the timeline required under the Section 8.1(n) of the Baker Stock Purchase Agreement, and (iii) to clarify the outstanding balance under the notes of the Baker Stock Purchase Agreement plus all accrued and unpaid interest thereon, in the sum of approximately is $107.0 million as opposed to the Repurchase Price as defined in the Fourth Amendment.

Evofem strongly disagrees with the Designated Agent’s claim that an Event of Default has occurred. The Company intends to vigorously contest any attempt by the Designated Agent and the Purchasers to exercise their default rights and remedies under the SPA.

In October 2020, we entered into a Securities Purchase Agreement (the “Adjuvant Purchase Agreement”) pursuant to which we issued and sold to certain institutional investors unsecured convertible promissory notes in an aggregate principal amount of $25.0 million. On April 4, 2022, we entered into the first amendment to the Adjuvant Purchase Agreement (the “First Adjuvant Amendment”). The First Adjuvant Amendment extended, effective as of the date on which we achieved the Qualified Financing Threshold upon the closing of the May 2022 Public Offering, the affirmative covenant to achieve $100.0 million in cumulative net sales of Phexxi by June 30, 2022 to June 30, 2023. The First Adjuvant Amendment also provided for an adjustment to the conversion price of the Adjuvant Notes such that the conversion price for these Notes, effective as of the reverse stock split the conversion price will now be the lesser of (i) $678.49, and (ii) 100% of the lowest price per share of common stock (or with respect to securities convertible into common stock, 100% of the applicable conversion price) sold in any equity financing until we have met the Qualified Financing Threshold.

Between December 2022 and September 2023, we entered into various securities purchase agreements (“SPAs”), with certain investors (the “Investors”) providing for the sale and issuance of senior secured convertible notes due in the aggregate gross cash receipt of $5.6 million (the “Notes”), warrants to purchase an aggregate 25,956,854 shares of common stock (“Warrants”), pre-funded warrants to purchase an aggregate 6,432,306 shares of common stock (“Pre-funded Warrants”), and an aggregate 70 shares of Series D Preferred Stock (the “Preferred Shares”) (collectively, the “Senior Subordinate Notes”). Each Investor paid approximately $650 for each $1,000 of principal amount of Notes, Preferred Shares and Warrants.

These debt arrangements limit our ability to incur debt, merge, or declare dividends in certain circumstances. The Baker Notes, as assigned to Future Pak, LLC., are secured by substantially all of our assets. Our failure to make payments as due under any of the Notes could be an event of default under all of the Notes. Events of default under these arrangements could also include, but are not limited to, a material breach of representations, our failure to comply with our obligation to convert convertible notes, our failure to perform or observe, and in certain instances, cure, certain covenants, including but not limited to, a covenant requiring us to maintain the listing of shares of our common stock on the OTCQB. In the event of a default and depending on the terms of each Note, a holder of the Notes may be entitled to redemption premiums, treble amounts, and other remedies described in their respective agreements. Any default could materially and adversely impact our business, results of operations and financial condition, as well as increase our need to raise additional capital, cause us to cease our operations entirely and may result in the holders of our common stock not receiving any value for their investment.

As a condition to closing the Merger Agreement, no defaults shall have occurred and be continuing under the Baker Bros. Purchase Agreement, as amended, and the Outstanding Balance (as defined in the Baker Bros. Purchase Agreement) plus all accrued and unpaid interest thereon, in an amount not to exceed the Repurchase Price (as defined in the Baker Bros. Purchase Agreement) shall have been paid in full.

Risks Related to Aditxt’s Business

For the purposed of the disclosures made in this section only, the terms “we,” “us,” “our,” “Aditxt” or the “Company” refer collectively to Aditxt, Inc. and its wholly owned subsidiaries, unless otherwise stated. All information presented in this section is based on Aditxt’s fiscal year. Unless otherwise stated, references to particular years, quarters, months or periods refer to Aditxt’s fiscal years ending December 31 and the associated quarters, months and periods of those fiscal years.

We do not expect to pay dividends in the foreseeable future.

We do not intend to declare dividends for the foreseeable future, as we anticipate that we will reinvest any and all future earnings in the development and growth of our business. Therefore, investors will not receive any funds unless they sell their securities, and holders may be unable to sell their securities on favorable terms or at all. We cannot assure you of a positive return on your investment or that you will not lose the entire amount of your investment.

Future sales or issuances of substantial amounts of our common stock, including, potentially, as a result of the future acquisitions or strategic transactions, including the transaction with Cellvera Global, could result in significant dilution.

On December 28, 2021, we entered into a Share Exchange Agreement with Cellvera Global f/k/a AiPharma Global, pursuant to which we (i) will acquire 9.5% of the issued and outstanding equity interests in Cellvera Global in exchange for the issuance of 61 shares of our common stock of Aditxt and a cash payment of $250,000, at an initial closing upon the satisfaction or waiver of certain conditions to closing; and (ii) acquire the remaining 90.5% of the issued and outstanding equity interests in Cellvera Global in exchange for the issuance of 500 shares of our common stock and a cash payment of $250,000 at a secondary closing upon the satisfaction or waiver of certain conditions to closing. Additionally, we may elect to raise additional capital due to market conditions or strategic considerations. If additional shares are issued in connection with the proposed acquisition transaction or additional capital is raised through the sale of equity or convertible debt securities, the issuance of those securities could result in further dilution to our stockholders.

While we have entered into a Share Exchange Agreement with Cellvera Global, we cannot assure you that the transactions contemplated by the Share Exchange Agreement will be consummated or, that if such transactions are consummated, they will be accretive to stockholder value.

The initial closing under the Share Exchange Agreement was expected to occur on or before January 31, 2022. We can provide no assurance that the conditions to the initial closing will be satisfied. Further, even if we are able to complete the initial closing following the satisfaction of such conditions, there is no guarantee that the conditions to the secondary closing, including but not limited to, the approval of the transaction by our stockholders, will be completed in the time frame or in the manner currently anticipated, or that we will recognize the anticipated benefits of the transaction.

In connection with the contemplated acquisition of Cellvera Global, we have provided secured loans to Cellvera Global in the aggregate principal amount of $14.5 million, which amounts came due on January 31, 2022. Although, we have agreed to forbear from exercising our rights and remedies against Cellvera Global while we continue to work towards an initial closing under the Share Exchange Agreement, if we are unable to complete the transactions contemplated by the Share Exchange Agreement, we cannot provide any assurance that we will be able to timely collect such amounts from Cellvera Global, if at all.

In connection with the contemplated acquisition of Cellvera Global, we entered into a Secured Credit Agreement with Cellvera Global, pursuant to which we have provided secured loans to Cellvera Global in the aggregate principal amount of $14.5 million, which amounts became due on January 31, 2022. On February 14, 2022, we entered into a Forbearance Agreement with Cellvera Global, pursuant to which we agreed to forbear from exercising our rights and remedies against Cellvera Global until the earlier of June 30, 2022 or the date of any default under the Forbearance Agreement. Under the Forbearance Agreement, the Company and the Borrower also agreed to certain amendments to the Credit Agreement, including, but not limited to: (i) the delivery by Cellvera Global of certain financial statements and forecasts, and (ii) certain regularly scheduled payments to be made by Cellvera Global to the Company during the forbearance period. If Cellvera Global defaults upon its obligations under the Forbearance Agreement or if we are otherwise unable to complete the contemplated acquisition of Cellvera Global under the Share Exchange Agreement, we cannot provide any assurance that we will be able to time collect the amounts due under the Secured Credit Agreement, if at all. The note receivable to Cellvera Global was deemed impaired and written down to zero as of December 31, 2021.

We may engage in future acquisitions or strategic transactions, which may require us to seek additional financing or financial commitments, increase our expenses and/or present significant distractions to our management.

As described herein, we entered into a Share Exchange Agreement with Cellvera Global in December 2021. We have also entered into other non-binding letters of intent. We may need to acquire additional financing to fund our obligations under the Share Exchange Agreement, the letter of intent or to fund other potential acquisitions or strategic transactions (particularly, if the acquired entity is not cash flow positive or does not have significant cash on hand). Obtaining financing through the issuance or sale of additional equity and/or debt securities, if possible, may not be at favorable terms and may result in additional dilution to our current stockholders. Additionally, any such transaction may require us to incur non-recurring or other charges, may increase our near and long-term expenditures and may pose significant integration challenges or disrupt our management or business, which could adversely affect our operations and financial results. For example, an acquisition or strategic transaction may entail numerous operational and financial risks, including the risks outlined above and additionally:

Accordingly, although there can be no assurance that we will undertake or successfully complete any transactions of the nature described above, and any transactions that we do complete could have a material adverse effect on our business, results of operations, financial condition and prospects.

Certain technologies are subject to licenses from LLU and Stanford, each of which are revocable in certain circumstances, including in the event we do not achieve certain payments and milestone deadlines. Without these licenses, we may not be able to continue to develop our product candidates.

The LLU License Agreement may be terminated by LLU in the event of a breach by us of any non-payment provision (including the provision that requires us to meet certain deadlines for milestone events (each, a “Milestone Deadline”)) not cured within 90 days after delivery of written notice by LLU. Additional Milestone Deadlines include: (i) the requirement to have regulatory approval of an IND application to initiate first-in-human clinical trials on or before March 31, 2023 (which has been extended to March 31, 2024 with a payment of a $100,000 extension fee), (ii) the completion of first-in-human (phase I/II) clinical trials by March 31, 2024, (iii) the completion of Phase III clinical trials by March 31, 2026 and (iv) biologic licensing approval (BLA) by the FDA by March 31, 2027. If the LLU License Agreement were to be terminated by LLU, we would lose our most significant asset and may no longer be able to develop our product candidates, which would have a material adverse effect on our operations. 

The February 2020 License Agreement with Stanford may be terminated by Stanford if we (i) are delinquent on any report or payments; (ii) are not diligently developing and commercializing Licensed Product (as defined in the February 2020 License Agreement); (iii) miss a milestone described in the agreement; (iv) are in breach of any other provision of the agreement; or (v) if we provide a false report to Stanford. The Termination discussed above will take effect only upon 30 days written notice by Stanford unless we remedy the breach within a 30-day cure period. If the February 2020 License Agreement were to be terminated by Stanford, we would lose a significant asset and may no longer be able to develop our product candidates, which would have a material adverse effect on our operations. The Company is current with its obligations and have submitted a year-end report as well as provided additional milestone plans for research and development as well as commercialization.

Our results of operations will be affected by the level of royalty and milestone payments that we are required to pay to third parties.

The LLU License Agreement and February 2020 License Agreement with Stanford each require us to remit royalty payments and meet certain performance milestones related to in-licensed intellectual property. Any failure on our part to pay royalties owed or meet milestones could lead to us losing rights under our licenses and could thereby adversely affect our business. As our product sales increase, we may, from time-to-time, disagree with our third-party collaborators as to the appropriate royalties owed and the resolution of such disputes may be costly and may consume management’s time. Furthermore, we may enter into additional license agreements in the future, which may also include royalty payments.

We face substantial competition, which may result in others discovering, developing or commercializing products before or more successfully than we do.

The development and commercialization of drugs is highly competitive. We compete with a variety of multinational pharmaceutical companies and specialized biotechnology companies, as well as products and processes being developed at universities and other research institutions. Our competitors have developed, are developing or will develop product candidates and processes competitive with our product candidates. Competitive therapeutic treatments include those that have already been approved and accepted by the medical community and any new treatments that may enter the market. We believe that a significant number of products are currently available, under development, and may become commercially available in the future, for the treatment of indications for which we may try to develop product candidates. 

More established companies may have a competitive advantage over us due to their greater size, cash flows and institutional experience. Compared to us, many of our competitors may have significantly greater financial, technical and human resources. As a result of these factors, our competitors may have an advantage in marketing their approved products and may obtain regulatory approval of their product candidates before we are able to, which may limit our ability to develop or commercialize our product candidates. Our competitors may also develop drugs that are safer, more effective, more widely used and less expensive than ours, and may also be more successful than us in manufacturing and marketing their products.

Risk Factors

Mergers and acquisitions in the pharmaceutical and biotechnology industries may result in even more resources being concentrated among a smaller number of our competitors. Smaller and other early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. These companies compete with us in recruiting and retaining qualified scientific, management and commercial personnel, establishing clinical trial sites and subject registration for clinical trials, as well as in acquiring technologies complementary to, or necessary for, our programs.

Our technologies and products under development, and our business, may fail if we are not able to successfully commercialize them and ultimately generate significant revenues as a result.

Successful development of technologies and our product candidates will require significant additional investment, including costs associated with additional development, completing trials and obtaining regulatory approval, as well as the ability to manufacture or have others manufacture our products in sufficient quantities at acceptable costs while also preserving product quality. Difficulties often encountered in scaling up production include problems involving production yields, quality control and assurance, shortage of qualified personnel, production costs and process controls. In addition, we are subject to inherent risks associated with new technologies and products. These risks include the possibility that any of our technologies or future products may:

Furthermore, we may be faced with lengthy market partner or distributor evaluation and approval processes. Consequently, we may incur substantial expenses and devote significant management effort in order to customize products for market partner or distributor acceptance, though there can be no assurance of such acceptance. As a result, we cannot accurately predict the volume or timing of any future sales.

Customers may not adopt our products quickly, or at all.

Customers in the sector in which we operate can be generally cautious in their adoption of new products and technologies. In addition, given the relative novelty of our future planned products (including our AditxtScore™ platform), customers of those products may require education regarding their utility and use, which may delay their adoption. There can be no assurance that customers will adopt our products quickly, or at all.

Risk Factors

The significant level of competition in the markets for our products developed in the future may result in pricing pressure, reduced margins or the inability of our future products to achieve market acceptance.

The markets for our future products are intensely competitive and rapidly changing. We may be unable to compete successfully, which may result in price reductions, reduced margins and the inability to achieve market acceptance for our products.

Our competitors may have longer operating histories, significantly greater resources, greater brand recognition and large customer bases than we do. As a result, they may be able to devote greater resources to the manufacture, promotion or sale of their products, receive greater resources and support from market partners and independent distributors, initiate or withstand substantial price competition or more readily take advantage of acquisition or other opportunities.

We rely on third parties for the distribution of our current and future products, including our AditxtScore™ platform. If these parties do not distribute our products in a satisfactory or timely manner, in sufficient quantities or at an acceptable cost, our sales and development efforts could be delayed or otherwise negatively affected.

We rely on third parties for the distribution of our current and future products, including our AditxtScore™ platform. Our reliance on third parties to distribute products may present significant risks to us, including the risk that should any of these third parties fail to adequately distribute our products and services to end consumers and other market participants, our business may be materially harmed. Additionally, if we need to enter into agreements for the distribution of our future products with other third parties, there can be no assurance we will be able to do so on favorable terms, if at all.

We may rely on third parties for the production of our future products. If these parties do not produce our products at a satisfactory quality, in a timely manner, in sufficient quantities or at an acceptable cost, our sales and development efforts could be delayed or otherwise negatively affected.

We may rely on third parties for the manufacture of our future products. Our reliance on third parties to manufacture our future products may present significant risks to us, including the following:

If we need to enter into agreements for the manufacturing of our future products, there can be no assurance we will be able to do so on favorable terms, if at all.

Risk Factors

If we are unable to establish successful relations with third-party market partners or distributors, or these market partners or distributors do not focus adequate resources on selling our products or are otherwise unsuccessful in selling them, sales of our products may not develop.

We anticipate relying on independent market partners and distributors to distribute and assist us with the marketing and sale of our products. Our future revenue generation and growth will depend in large part on our success in establishing and maintaining this sales and distribution channel. If our market partners and distributors are unable to sell our products, or receive negative feedback from end users, they may not continue to purchase or market our products. In addition, there can be no assurance that our market partners and distributors will focus adequate resources on selling our products to end users or will be successful in selling them. Many of our potential market partners and distributors are in the business of distributing and sometimes manufacturing other, possibly competing, products. As a result, these market partners and distributors may perceive our products as a threat to various product lines currently being distributed or manufactured by them. In addition, these market partners and distributors may earn higher margins by selling competing products or combinations of competing products. If we are unable to establish successful relationships with independent market partners and distributors, we will need to further develop our own sales and distribution capabilities, which would be expensive and time-consuming and might not be successful.

If we are not able to attract and retain highly skilled employees and contractors, we may not be able to implement our business model successfully.

We will rely upon employees and third-party consultant/contractors to effectively establish, manage and grow our business. Consequently, we believe that our future viability will depend largely on our ability to attract and retain highly skilled personnel. In order to do so, we may need to pay higher compensation, fees, and/or other incentives to our employees or consultants than we currently expect, and such higher compensation payments would have a negative effect on our operating results. Competition for experienced, high-quality employees, consultants and contractors is intense and we cannot assure that we will be able to recruit and retain such personnel. We may not be able to hire or retain the necessary personnel to implement our business strategy. Our failure to hire and retain such personnel could impair our ability to develop new products and manage our business effectively.

The loss of our management team or other key personnel would have an adverse impact on our future development and impair our ability to succeed.

In the early stages of development, our business will be significantly dependent on the Company’s management team and other key personnel. Our success will be particularly dependent upon our Chief Executive Officer, Mr. Amro Albanna and our Chief Innovation Officer, Dr. Shahrokh Shabahang. The loss of any one of these individuals or any other future key personnel could have a material adverse effect on the Company and our ability to further execute our intended business.

The use of our products may be limited by regulations, and we may be exposed to product liability and remediation claims.

The use of our planned products may be regulated by various local, state, federal and foreign regulators. Even if we are able to comply with all such regulations and obtain all necessary registrations, we cannot provide assurance that our future products will not cause injury to the environment, people, or animals and/or otherwise have unintended adverse consequences, under all circumstances. For example, our products may be improperly combined with other chemicals or, even when properly combined, our products may be blamed for damage caused by those other chemicals. The costs of remediation or products liability could materially adversely affect our results, financial condition and operations.

We may be held liable for, or incur costs to settle, liability and remediation claims if any products we develop, or any products that use or incorporate any of our technologies, cause injury or are found unsuitable during product testing, manufacturing, marketing, sale or use. These risks exist even with respect to products that have received, or may in the future receive, regulatory approval, registration or clearance for commercial use. We cannot guarantee that we will be able to avoid product liability exposure.

At the stage customary to do so, we expect to maintain product liability insurance at levels we believe are sufficient and consistent with industry standards for like companies and products. However, we cannot guarantee that our product liability insurance will be sufficient to help us avoid product liability-related losses. In the future, it is possible that meaningful insurance coverage may not be available on commercially reasonable terms or at all. In addition, a product liability claim could result in liability to us greater than our assets or insurance coverage. Moreover, even if we have adequate insurance coverage, product liability claims or recalls could result in negative publicity or force us to devote significant time and attention to these matters, which could harm our business.

Risk Factors

There may be limitations on the effectiveness of our internal controls, and a failure of our control systems to prevent error or fraud may materially harm our Company.

We do not expect that internal control over financial accounting and disclosure, even if timely and well established, will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Failure of our control systems to prevent error or fraud could materially adversely affect our business.

The failure to obtain or maintain patents, licensing agreements and other intellectual property could materially impact our ability to compete effectively.

In order for our business to be viable and to compete effectively, we need to develop and maintain, and we will heavily rely on, a proprietary position with respect to our technologies and intellectual property. However, there are significant risks associated with our actual or proposed intellectual property. The risks and uncertainties that we face with respect to our rights principally include the following:

We cannot be certain that any patents will be issued as a result of any pending or future applications, or that any patents, once issued, will provide us with adequate protection from competing products. For example, issued patents may be circumvented or challenged, declared invalid or unenforceable, or narrowed in scope. In addition, since publication of discoveries in scientific or patent literature often lags behind actual discoveries, we cannot be certain that we or our licensors were the first to invent or to file patent applications covering them.

Risk Factors

It is also possible that others may have or may obtain issued patents that could prevent us from commercializing our products or require us to obtain licenses requiring the payment of significant fees or royalties in order to enable us to conduct our business. There is no guarantee that such licenses will be available based on commercially reasonable terms. As to those patents that we have licensed, our rights depend on maintaining our obligations to the licensor under the applicable license agreement, and we may be unable to do so.

If we are unable to obtain and maintain patent protection for our products, or if the scope of the patent protection obtained is not sufficiently broad, competitors could develop and commercialize products similar or identical to ours, and our ability to successfully commercialize our products could be impaired.

The patent prosecution process is expensive and time-consuming, and we may not be able to file and prosecute all necessary or desirable patent applications at a reasonable cost, in a timely manner, or in all jurisdictions. It is also possible that we will fail to identify patentable aspects of our development output before it is too late to obtain patent protection.

The patent position of life science companies generally is highly uncertain, involves complex legal and factual questions and has in past years been the subject of much litigation. In addition, the laws of foreign countries may not protect our rights to the same extent as the laws of the United States and we may fail to seek or obtain patent protection in all major markets. For example, unlike the U.S., European patent law restricts the patentability of methods of treatment of the human body. Our pending and future patent applications may not result in patents being issued which protect our technology or products, in whole or in part, or which effectively prevent others from commercializing competitive technologies and products. Changes in either the patent laws or interpretation of the patent laws in the United States and other countries may diminish the value of our patents or narrow the scope of our patent protection, even post-grant.

Recent patent reform legislation has increased the uncertainties and costs surrounding the prosecution of patent applications and the enforcement or defense of issued patents. On September 16, 2011, the Leahy-Smith America Invents Act, or the Leahy-Smith Act, was signed into law. The Leahy-Smith Act includes a number of significant changes to United States patent law. These include provisions that affect the way patent applications are prosecuted and may also affect patent litigation. The U.S. Patent and Trademark Office, or USPTO, recently developed new regulations and procedures to govern administration of the Leahy-Smith Act, and many of the substantive changes to patent law associated with the Leahy-Smith Act, and in particular, the first to file provisions, only became effective on March 16, 2013. Accordingly, it is not clear what, if any, impact the Leahy-Smith Act will have on the operation of our business. However, the Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents, all of which could have a material adverse effect on our business and financial condition.

Moreover, we may be subject to a third-party pre-issuance submission of prior art to the USPTO, or become involved in opposition, derivation, reexamination, inter partes review, post-grant review or interference proceedings challenging our patent rights (whether licensed or otherwise held) or the patent rights of others. An adverse determination in any such submission, proceeding or litigation could reduce the scope of, or invalidate, our patent rights (whether licensed or otherwise held), allow third parties to commercialize our technology or products and compete directly with us, without payment to us, or result in our inability to manufacture or commercialize products without infringing third-party patent rights. In addition, if the breadth or strength of protection provided by our patents and patent applications (whether licensed or otherwise held) is threatened, it could dissuade companies from collaborating with us to license, develop or commercialize current or future product candidates.

Even if our patent applications (whether licensed or otherwise held) result in the issuance of patents, they may not issue in a form that will provide us with any meaningful protection, prevent competitors from competing with us or otherwise provide us with any competitive advantage. Our competitors may be able to circumvent our owned or licensed patents by developing similar or alternative technologies or products in a non-infringing manner.

Risk Factors

The issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability, and our licensed or owned patents may be challenged in the courts or patent offices in the United States and abroad. Such challenges may result in loss of exclusivity or freedom to operate or in patent claims being narrowed, invalidated or held unenforceable, in whole or in part, which could limit our ability to stop others from using or commercializing similar or identical products, or limit the duration of the patent protection of our products. Given the amount of time required for the development, testing and regulatory review of new life science product candidates, patents protecting such candidates might expire before or shortly after such candidates are commercialized. As a result, our intellectual property rights portfolio may not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours.

We may become involved in lawsuits to protect or enforce our intellectual property rights, which could be expensive, time-consuming and ultimately unsuccessful.

Competitors may infringe our intellectual property. To counter infringement or unauthorized use, we may be required to file infringement claims, which can be expensive and time-consuming. Any claims we assert against perceived infringers could provoke these parties to assert counterclaims against us alleging that we infringe their intellectual property or that our intellectual property is invalid or unenforceable. In addition, in a patent infringement proceeding, a court may decide that a licensed or owned patent of ours is invalid or unenforceable, in whole or in part, construe the patent’s claims narrowly or refuse to stop the other party from using the technology at issue on the grounds that our patents do not cover that technology. Moreover, lawsuits to protect or enforce our intellectual property rights could be expensive, time-consuming and ultimately unsuccessful.

Third parties may initiate legal proceedings alleging that we are infringing their intellectual property rights, the outcome of which would be uncertain.

Our commercial success depends upon our ability to develop, manufacture, market and sell our product candidates without infringing the proprietary rights of third parties. There is considerable intellectual property litigation in the life sciences industry. We cannot guarantee that our product candidates will not infringe third-party patents or other proprietary rights. We may become party to, or threatened with, future adversarial proceedings or litigation regarding intellectual property rights with respect to our products and technology, including inter partes review, interference, or derivation proceedings before the USPTO and similar bodies in other countries. Third parties may assert infringement claims against us based on existing intellectual property rights and intellectual property rights that may be granted in the future.

If we are found to infringe a third party’s intellectual property rights, we could be required to obtain a license from such third party to continue developing and marketing our products. However, we may not be able to obtain any required license on commercially reasonable terms or at all. Even if we were able to obtain a license, it could be non-exclusive, thereby giving our competitors access to the same technologies licensed to us. We could be forced, including by court order, to cease commercializing the infringing technology or product. In addition, we could be found liable for monetary damages, including treble damages and attorneys’ fees if we are found to have willfully infringed a patent. A finding of infringement could prevent us from commercializing our product candidates or force us to cease some of our business operations, which could materially harm our business. Claims that we have misappropriated the confidential information or trade secrets of third parties could have a similar negative impact on our business.

Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and our own patent protection could be reduced or eliminated for noncompliance with these requirements.

Risk Factors

Periodic maintenance fees and annuities on any issued patent are due to be paid to the USPTO and foreign patent agencies in several stages over the lifetime of the patent. The USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent application process. While an inadvertent lapse can in many cases be cured by payment of a late fee or by other means in accordance with the applicable rules, there are situations in which noncompliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Noncompliance events that could result in abandonment or lapse of a patent or patent application include, but are not limited to, failure to respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents. In such an event, our competitors might be able to enter our markets, which could have a material adverse effect on our business.

We may be subject to claims by third parties asserting that our employees or we have misappropriated their intellectual property or claiming ownership of what we regard as our own intellectual property.

Certain employees and contractors were previously employed at universities or other companies, including potential competitors. Although we try to ensure that our employees and contractors do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that these employees or we have used or disclosed intellectual property, including trade secrets or other proprietary information, of any such employee’s former employer. Litigation may be necessary to defend against these claims, and any such litigation could have an unfavorable outcome.

In addition, while it is our policy to require our employees and contractors who may be involved in the development of intellectual property to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who in fact develops intellectual property that we regard as our own. Our and their assignment agreements may not be self-executing or may be breached, and we may be forced to bring claims against third parties, or defend claims they may bring against us, to determine the ownership of what we regard as our intellectual property.

If we fail in prosecuting or defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Even if we are successful in prosecuting or defending against such claims, litigation could result in substantial costs and adverse results, and be a distraction to management.

Some intellectual property which we own or have licensed may have been discovered through government funded programs such as, for example, the government funded programs referenced in intellectual property licensed under the LLU License Agreement, and thus may be subject to federal regulations such as “march-in” rights, certain reporting requirements, and a preference for United States industry. Compliance with such regulations may limit our exclusive rights, subject us to expenditure of resources with respect to reporting requirements, and limit our ability to contract with non-U.S. manufacturers.

Some of the intellectual property rights we own or have licensed have been generated through the use of United States government funding and may therefore be subject to certain federal regulations. As a result, the United States government may have certain rights to intellectual property embodied in our current or future products and product candidates pursuant to the Bayh-Dole Act of 1980. These United States government rights in certain inventions developed under a government-funded program include a non-exclusive, non-transferable, irrevocable worldwide license to use inventions for any governmental purpose. In addition, the United States government has the right to require us to grant exclusive, partially exclusive, or non-exclusive licenses to any of these inventions to a third party if it determines that: (i) adequate steps have not been taken to commercialize the invention; (ii) government action is necessary to meet public health or safety needs; or (iii) government action is necessary to meet requirements for public use under federal regulations (also referred to as “march-in rights”). The United States government also has the right to take title to these inventions if we fail to disclose the invention to the government and fail to file an application to register the intellectual property within specified time limits. In addition, the United States government may acquire title to these inventions in any country in which a patent application is not filed within specified time limits. Intellectual property generated under a government funded program is also subject to certain reporting requirements, compliance with which may require us to expend substantial resources. In addition, the United States government requires that any products embodying the subject invention or produced through the use of the subject invention be manufactured substantially in the United States. The manufacturing preference requirement can be waived if the owner of the intellectual property can show that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States or that under the circumstances domestic manufacture is not commercially feasible. This preference for United States manufacturers may limit our ability to contract with non-U.S. product manufacturers for products covered by such intellectual property. Any exercise by the government of any of the foregoing rights could harm our competitive position, business, financial condition, results of operations and prospects.

Risk Factors

Intellectual property litigation could cause us to spend substantial resources and distract our personnel from their normal responsibilities.

Even if resolved in our favor, litigation or other legal proceedings relating to intellectual property claims may cause us to incur significant expenses and could distract our technical and management personnel from their normal responsibilities. In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments and if securities analysts or investors perceive these results to be negative, it could have an adverse effect on the price of our common stock. Such litigation or proceedings could increase our operating losses and reduce the resources available for development activities or any future sales, marketing or distribution activities. We may not have sufficient financial or other resources to conduct such litigation or proceedings adequately. Some of our competitors may be able to sustain the costs of such litigation or proceedings more effectively than we can because of their greater financial resources. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could compromise our ability to compete in the marketplace.

We may spend considerable resources developing and maintaining patents, licensing agreements and other intellectual property that may later be abandoned or may otherwise never result in products brought to market.

Not all technologies and candidate products that initially show potential as the basis for future products ultimately meet the rigors of our development process and as a result may be abandoned and/or never otherwise result in products brought to market. In some cases, prior to abandonment we may be required to incur significant costs developing and maintaining intellectual property and/or maintaining license agreements and our business could be harmed by such costs.

We rely on information technology, and if we are unable to protect against service interruptions, data corruption, cyber-based attacks or network security breaches, our operations could be disrupted, and our business could be negatively affected.

We rely on information technology networks and systems to process, transmit and store electronic and financial information; to coordinate our business; and to communicate within our Company and with customers, suppliers, partners and other third-parties. These information technology systems may be susceptible to damage, disruptions or shutdowns, hardware or software failures, power outages, computer viruses, cyber-attacks, telecommunication failures, user errors or catastrophic events. If our information technology systems suffer severe damage, disruption or shutdown, and our business continuity plans do not effectively resolve the issues in a timely manner, our operations could be disrupted, and our business could be negatively affected. In addition, cyber-attacks could lead to potential unauthorized access and disclosure of confidential information, and data loss and corruption. There is no assurance that we will not experience these service interruptions or cyber-attacks in the future.

Risk Factors

Failure to develop our internal controls over financial reporting as we grow could have an adverse impact on us.

As Aditxt matures, they will need to develop our current internal control systems and procedures to manage growth. Aditxt is required to establish and maintain appropriate internal controls over financial reporting. Failure to establish appropriate controls, or any failure of those controls once established, could adversely impact public disclosures regarding our business, financial condition or results of operations. In addition, management’s assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in the internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting, disclosure of management’s assessment of our internal controls over financial reporting or disclosure of our public accounting firm’s attestation to or report on management’s assessment of our internal controls over financial reporting may have an adverse impact on the price of our common stock.

We could issue “blank check” preferred stock without stockholder approval with the effect of diluting interests of then-current stockholders and impairing their voting rights, and provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable.

Our Amended and Restated Certificate of Incorporation provides for the authorization to issue up to 3,000,000 shares of “blank check” preferred stock with designations, rights and preferences as may be determined from time to time by our board of directors. Our board of directors is empowered, without stockholder approval, to issue one or more series of preferred stock with dividend, liquidation, conversion, voting or other rights which could dilute the interest of, or impair the voting power of, our common stockholders. The issuance of a series of preferred stock could be used as a method of discouraging, delaying or preventing a change in control. For example, it would be possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of our company. In addition, advanced notice is required prior to stockholder proposals, which might further delay a change of control.

Our Amended and Restated Certificate of Incorporation provides that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for substantially all disputes between the Company and its stockholders, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with the Company or its directors, officers or employees.

Our Amended and Restated Certificate of Incorporation provides that unless the Company consents in writing to the selection of an alternative forum, the State of Delaware is the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim against the Company, its directors, officers or employees arising pursuant to any provision of the Delaware General Corporation Law (the “DGCL”) or our Amended and Restated Certificate of Incorporation or the Company’s Amended and Restated Bylaws, or (iv) any action asserting a claim against the Company, its directors, officers, employees or agents governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction. This exclusive forum provision would not apply to suits brought to enforce any liability or duty created by the Securities Act or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. To the extent that any such claims may be based upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. However, our Amended and Restated Bylaws contain a federal forum provision which provides that unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation are deemed to have notice of and consented to this provision. The Supreme Court of Delaware has held that this type of exclusive federal forum provision is enforceable. There may be uncertainty, however, as to whether courts of other jurisdictions would enforce such a provision, if applicable.

These choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company or its directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find our choice of forum provisions contained in either our Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition.

We are an “emerging growth company” and will be able to avail ourselves of reduced disclosure requirements applicable to emerging growth companies, which could make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, pursuant to Section 107 of the JOBS Act, as an “emerging growth company” we intend to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates for complying with new or revised accounting standards.

We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.” We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of our initial public offering; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.

Risk Factors

Risks Related to the Offering for which we Filed a Prospectus on June 30, 2025

As of June 30, 2025, on which date of the prospectus was filed, we have entered into several agreements and may enter into additional agreements following the date hereof, which will limit our discretion with respect to the use of the net proceeds from the Purchase Agreement. Following our satisfaction of such obligations, we will have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

On August 28, 2024, we entered into Letter Agreement with each of the Holders of our May Senior Notes, pursuant to which we agreed that we would apply 40% of the net proceeds from any sales of common stock under this prospectus to make payments on the May Senior Notes in the aggregate principal amount of $986,379.68 and the July Senior Notes in the aggregate principal amount of $1.5 million (collectively, the “Senior Notes”). As of the date of this prospectus, the Senior Notes have been repaid in full. In addition, pursuant to the Letter Agreement, commencing on the date that the Senior Notes have been repaid in full, we agreed to redeem all holders (each, a “Series C-1 Holder”) of our then outstanding Series C-1 Convertible Preferred Stock which have a stated value of $10,853,000 (ratably based on the amount of Preferred Stock then held by each Series C-1 Holder) in an amount equal to, in the aggregate among all Series C-1 Holders, 40% of the net proceeds from any sales of common stock under this prospectus. On May 9, 2025, we entered into forbearance agreements (each, a “Forbearance Agreement”) with the holders (each, a “Holder”) of certain outstanding shares of the Company’s Series A-1 Convertible Preferred Stock (the “Series A-1 Preferred Shares”) and the Company’s Series C-1 Convertible Preferred Stock (the “Series C-1 Preferred Shares”). Pursuant to the Forbearance Agreement, the Company agreed, in consideration of the settlement of the Holder’s claims and obligations with respect to one or more Triggering Events (as defined in the applicable Certificate of Designation) that: (i) provided that the Company receives gross proceeds of an aggregate of $10 million or more in the Proposed Offerings (as defined in the Forbearance Agreement), the Company shall concurrently redeem 5,124 of the Series A-1 Preferred Shares allocated pro rata among the holders of Series A-1 Preferred Shares in a Company Optional Redemption (as defined in the Certificate of Designation of the Series A-1 Preferred Shares), (ii) provided that the Company receives gross proceeds of $20 million or more in the Proposed Offerings, the Company shall concurrently redeem 8,200 of the Series A-1 Preferred Shares (or, if less, the remaining Series A-1 Preferred Shares then outstanding assuming the completion of any exercised Reinvestment Right (as defined in the Forbearance Agreement with respect thereto) allocated pro rata among the holders of Series A-1 Preferred Shares in a Company Optional Redemption, (iii) by no later than the first business day following the closing of any Additional Offering (as defined in the Forbearance Agreement), the Company shall redeem any remaining Series C-1 Preferred Shares (after giving effect to any Reinvestment Right with respect thereto) in a Company Optional Redemption, (iv) if the Company sells any securities pursuant to any VRT Potential Offering (as defined in the Forbearance Agreement), the Company shall apply 30% of the gross proceeds thereof to redeem any remaining Series C-1 Preferred Shares and/or any remaining Series A-1 Preferred Shares pro rata among the holders of Series C-1 Preferred Shares and/or Series A-1 Preferred Shares in a Company Optional Redemption, and (v) if the Company consummates any EVFM Sale (as defined in the Forbearance Agreement), the Company shall apply 30% of the gross proceeds thereof to redeem any remaining Series C-1 Preferred Shares and/or any remaining Series A-1 Preferred Shares pro rata among the holders of Series C-1 Preferred Shares and/or Series A-1 Preferred Shares in a Company Optional Redemption.

Following the date of this prospectus, we may enter into additional agreements that further limit our discretion with respect to the proceeds from the Purchase Agreement. Following the satisfaction of our obligations under such agreements, our management will have broad discretion in the application of the proceeds from this offering and could spend the proceeds in ways that do not necessarily improve our results of operations or enhance the value of our common stock. Our failure to apply these funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flow, and could cause the price of our common stock to decline.

If we sell shares of our common stock under the Purchase Agreement, our existing stockholders may experience immediate dilution and, as a result, our stock price may go down.

Pursuant to the Purchase Agreement, we have agreed to sell up to $150,000,000 of shares of our common stock at our option and subject to certain limitations, and up to 2,250,000 shares of our common stock as consideration for Seven Knots’ commitment to enter into the Purchase Agreement. As of the date of this prospectus, we have issued and sold an aggregate of 932,549 shares of our common stock under the Purchase Agreement resulting in gross proceeds of approximately $23.9 million. For additional details on this financing arrangement, please refer to “Seven Knots Transaction” and “Plan of Distribution” located elsewhere in this prospectus. The sale of shares of our common stock pursuant to the Purchase Agreement will have a dilutive impact on our existing stockholders. Seven Knots may resell some or all of the shares we issue to it under the Purchase Agreement and such sales could cause the market price of our common stock to decline, which decline could be significant.

Risk Factors

If it becomes necessary for us to issue and sell to the Selling Stockholder under the Purchase Agreement more than the 50,000,000 shares being registered for resale under the registration statement that includes this prospectus, in order to receive aggregate gross proceeds equal to the total remaining commitment of $126,140,804 under the Purchase Agreement, we must file with the SEC one or more additional registration statements to register under the Securities Act the resale by the Selling Stockholder of any such additional shares of our common stock we wish to sell from time to time under the Purchase Agreement, which the SEC must declare effective.

Risks Related to our Digital Asset Treasury Strategy

Our digital asset treasury strategy exposes us to various risks, including risks associated with bitcoin.

Our digital asset treasury strategy exposes us to various risks, including the following:

Risk Factors

The broader digital assets industry, including the technology associated with digital assets, the rate of adoption and development of, and use cases for, digital assets, market perception of digital assets, and the legal, regulatory, and accounting treatment of digital assets are constantly developing and changing, and there may be additional risks in the future that are not possible to predict.

Unrealized fair value gains on our bitcoin holdings could cause us to become subject to the corporate alternative minimum tax under the Inflation Reduction Act of 2022.

The U.S. enacted the Inflation Reduction Act of 2022 (“IRA”) in August 2022. Unless an exemption applies, the IRA imposes a 15% corporate alternative minimum tax (“CAMT”) on a corporation with respect to an initial tax year and subsequent tax years, if the average annual adjusted financial statement income for any consecutive three-tax-year period preceding the initial tax year exceeds $1 billion. On September 12, 2024, the Department of Treasury and the Internal Revenue Service issued proposed regulations with respect to the application of the CAMT.

In connection with the implementation of our digital asset treasury strategy, we may adopt ASU 2023-08. ASU 2023-08 requires us to measure our bitcoin holdings at fair value in our statement of financial position, with gains and losses from changes in the fair value of our bitcoin recognized in net income each reporting period. When determining whether we are subject to CAMT and when calculating any related tax liability for an applicable tax year, the proposed regulations provide that, among other adjustments, our adjusted financial statement income must include this ratable amount in addition to any unrealized gains or losses reported in the applicable tax year.

Accordingly, as a result of the enactment of the IRA and our adoption of ASU 2023-08, unless the IRA is amended or the proposed regulations with respect to CAMT, when finalized, are revised to provide relief (or other interim relief is granted), we could become subject to the CAMT in future tax years. If we become subject to the CAMT, it could result in a material tax obligation that we would need to satisfy in cash, which could materially affect our financial results, including our earnings and cash flow, and our financial condition.

Bitcoin is a highly volatile asset, and fluctuations in the price of bitcoin have in the past influenced and are likely to continue to influence our financial results and the market price of our listed securities.

Bitcoin is a highly volatile asset, and fluctuations in the price of bitcoin are likely to influence our financial results and the market price of our listed securities. Our financial results and the market price of our listed securities would be adversely affected, and our business and financial condition would be negatively impacted, if the price of bitcoin decreased substantially (as it has in the past, including during 2022), including as a result of:

Risk Factors

Our operating results may be dependent on the price of digital assets and bitcoin. If such price declines, our business, operating results, and financial condition would be adversely affected.

Any declines in the volume of digital asset transactions, the price of digital assets, or market liquidity for digital assets generally may adversely affect our operating results. As part of our digital asset treasury strategy, we may have significant investments in bitcoin and bitcoin-related assets. Our operating results will be impacted by the revenues and profits we generate from the purchase, sale, and trading of bitcoin and financial contracts linked to bitcoin. The price of digital assets and associated demand for buying, selling, and trading of digital assets have historically been subject to significant volatility. For instance, in 2017 and 2021, the value of certain digital assets, including bitcoin, experienced steep increases in value, followed by steep declines in 2018 and 2022. After recovering from the 2018 decline and reaching record highs in December 2021, the value of the total crypto market cap declined by approximately 64% in the twelve months ended December 31, 2022. The collapse of several companies in the digital asset industry such as Celsius, Voyager and FTX impacted digital assets prices in 2022 and the majority of 2023. We believe that the approval and launch of spot-based bitcoin ETFs in the U.S. in the first quarter of 2024 and the election of President Donald Trump in the fourth quarter of 2024 drove up the crypto market capitalization again in 2024, but the crypto market generally declined in the first quarter of 2025. The price and trading volume of any digital asset is subject to significant uncertainty and volatility, and may significantly decline in the future, without recovery. Such uncertainty and volatility depend on a number of factors, including:

Risk Factors

There is no assurance that any digital asset will maintain its value or that there will be meaningful levels of trading activities. For example, in 2022 we witnessed dampened demand for trading digital assets in the wake of industry turmoil. In the event that the price of digital assets or the demand for trading digital assets decline, our business, operating results, and financial condition could be adversely affected.

Our operating results may be dependent on the prices of digital assets and volume of digital asset transactions, which have historically been volatile and are subject to social media and publicity risks.

Activities in bitcoin and other digital assets also receive a high degree of public scrutiny, both from traditional media sources and through social media and other forums. Unfavorable publicity regarding bitcoin has adversely affected the price of bitcoin, as has unfavorable publicity involving other digital assets or digital asset-focused firms. Bitcoin has in the past, and may in the future, be the target of media criticism, including regarding the market value, utility and environmental effects of bitcoin. Such unfavorable media coverage could continue to materially impact decisions to buy, hold, or trade bitcoin and, as a result, impact the price of bitcoin.

In addition, social media posts and other statements and actions by prominent individuals, including Elon Musk and Michael Saylor, have resulted in outsized movements in the market price of bitcoin and other cryptocurrencies. It is possible that future statements by Mr. Musk, Mr. Saylor and other individuals concerning bitcoin and other cryptocurrencies will have disproportionate impacts on the market price of bitcoin and other digital assets.

Bitcoin and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty.

Bitcoin and other digital assets are relatively novel and are subject to significant uncertainty, which could adversely impact their price. The application of state and federal securities laws and other laws and regulations to digital assets is unclear in certain respects, and it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in a manner that adversely affects the price of bitcoin or the ability of individuals or institutions such as us to own or transfer bitcoin.

The U.S. federal government, states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that could materially impact the price of bitcoin or the ability of individuals or institutions such as us to own or transfer bitcoin. For example, within the past several years:

While the complaint against Coinbase, Inc. was dismissed in February 2025, the complaint against Payward Inc. and Payward Ventures Inc. was dismissed with prejudice in March 2025, and the complaint against Binance Holdings Ltd. was dismissed on May 29, 2025, the SEC or other regulatory agencies may initiate similar actions in the future, which could materially impact the price of bitcoin and our ability to own or transfer bitcoin.

It is not possible to predict whether or when new laws will be enacted that change the legal framework governing digital assets or provide additional authorities to the SEC or other regulators, or whether or when any other federal, state or foreign legislative bodies will take any similar actions. It is also not possible to predict the nature of any such additional laws or authorities, how additional legislation or regulatory oversight might impact the ability of digital asset markets to function, the willingness of financial and other institutions to continue to provide services to the digital assets industry, or how any new laws or regulations, or changes to existing laws or regulations, might impact the value of digital assets generally and bitcoin specifically. The consequences of any new law or regulation relating to digital assets and digital asset activities could adversely affect the market price of bitcoin, as well as our ability to hold or transact in bitcoin, and in turn adversely affect the market price of our listed securities.

Moreover, the risks of engaging in a digital asset treasury strategy are relatively novel and have created, and could continue to create, complications due to the lack of experience that third parties have with companies engaging in such a strategy, such as increased costs of director and officer liability insurance or the potential inability to obtain such coverage on acceptable terms in the future.

Risk Factors

The growth of the digital assets industry in general, and the use and acceptance of bitcoin in particular, may also impact the price of bitcoin and is subject to a high degree of uncertainty. The pace of worldwide growth in the adoption and use of bitcoin may depend, for instance, on public familiarity with digital assets, ease of buying, accessing or gaining exposure to bitcoin, institutional demand for bitcoin as an investment asset, the participation of traditional financial institutions in the digital assets industry, consumer demand for bitcoin as a store of value or means of payment, and the availability and popularity of alternatives to bitcoin. Even if growth in bitcoin adoption occurs in the near or medium-term, there is no assurance that bitcoin usage will continue to grow over the long-term.

Because bitcoin has no physical existence beyond the record of transactions on the Bitcoin blockchain, a variety of technical factors related to the Bitcoin blockchain could also impact the price of bitcoin. For example, malicious attacks by miners, inadequate mining fees to incentivize validating of bitcoin transactions, hard “forks” of the Bitcoin blockchain into multiple blockchains, and advances in digital computing, algebraic geometry, and quantum computing could undercut the integrity of the Bitcoin blockchain and negatively affect the price of bitcoin. The liquidity of bitcoin may also be reduced and damage to the public perception of bitcoin may occur, if financial institutions were to deny or limit banking services to businesses that hold bitcoin, provide bitcoin-related services or accept bitcoin as payment, which could also decrease the price of bitcoin. Actions by U.S. banking regulators, such as the issuance in February 2023 by Federal banking agencies of the “Interagency Liquidity Risk Statement,” which cautioned banks on contagion risks posed by providing services to digital assets customers, and similar actions, have in the past resulted in or contributed to reductions in access to banking services for bitcoin-related customers and service providers, or the willingness of traditional financial institution to participate in markets for digital assets. The liquidity of bitcoin may also be impacted to the extent that changes in applicable laws and regulatory requirements negatively impact the ability of exchanges and trading venues to provide services for bitcoin and other digital assets.

Our historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to our bitcoin holdings.

Because we have only recently enacted our digital asset treasury strategy, our historical financial statements do not reflect the potential variability in earnings that we may experience in the future from holding or selling significant amounts of bitcoin. The price of bitcoin has historically been subject to dramatic price fluctuations and is highly volatile. In December 2023, the FASB issued ASU 2023-08, which we have adopted.

ASU 2023-08 requires us to measure our bitcoin holdings at fair value in our statement of financial position, and to recognize gains and losses from changes in the fair value of our bitcoin in net income each reporting period. ASU 2023-08 also requires us to provide certain interim and annual disclosures with respect to our bitcoin holdings. As a result, volatility in our earnings may be significantly more than what we experienced in prior periods.

The availability of spot ETPs for bitcoin and other digital assets may adversely affect the market price of our listed securities.

Although bitcoin and other digital assets have experienced a surge of investor attention since bitcoin was invented in 2008, until recently investors in the United States had limited means to gain direct exposure to bitcoin through traditional investment channels, and instead generally were only able to hold bitcoin through “hosted” wallets provided by digital asset service providers or through “unhosted” wallets that expose the investor to risks associated with loss or hacking of their private keys. Given the relative novelty of digital assets, general lack of familiarity with the processes needed to hold bitcoin directly, as well as the potential reluctance of financial planners and advisers to recommend direct bitcoin holdings to their retail customers because of the manner in which such holdings are custodied, some investors have sought exposure to bitcoin through investment vehicles that hold bitcoin and issue shares representing fractional undivided interests in their underlying bitcoin holdings. These vehicles, which were previously offered only to “accredited investors” on a private placement basis, have in the past traded at substantial premiums to net asset value, possibly due to the relative scarcity of traditional investment vehicles providing investment exposure to bitcoin.

On January 10, 2024, the SEC approved the listing and trading of spot bitcoin ETPs, the shares of which can be sold in public offerings and are traded on U.S. national securities exchanges. The approved ETPs commenced trading directly to the public on January 11, 2024, with a trading volume of $4.6 billion on the first trading day. To the extent investors view our common stock as providing exposure to bitcoin, it is possible that the value of our common stock may be influenced by the trading activity and performance of these spot bitcoin ETPs. Additionally, on May 23, 2024, the SEC approved rule changes permitting the listing and trading of spot ETPs that invest in ether, the main crypto asset supporting the Ethereum blockchain. The approved spot ETPs commenced trading directly to the public on July 23, 2024. The listing and trading of spot ETPs for ether offers investors another alternative to gain exposure to digital assets, which could result in a decline in the trading price of bitcoin as well as a decline in the value of our common stock relative to the value of our bitcoin.

Although we are an operating company, and we believe we offer a different value proposition than a bitcoin investment vehicle such as a spot bitcoin ETP, investors may nevertheless view our common stock as an alternative to an investment in an ETP, and choose to purchase shares of a spot bitcoin ETP instead of our common stock. They may do so for a variety of reasons, including if they believe that ETPs offer a “pure play” exposure to bitcoin that is generally not subject to federal income tax at the entity level as we are, or the other risk factors applicable to an operating business, such as ours. Additionally, unlike spot bitcoin ETPs, we (i) do not seek for our shares of common stock to track the value of the underlying bitcoin we hold before payment of expenses and liabilities, (ii) do not benefit from various exemptions and relief under the Securities Exchange Act of 1934, as amended (“the Exchange Act”), including Regulation M, and other securities laws, which enable ETPs to continuously align the value of their shares to the price of the underlying assets they hold through share creation and redemption, (iii) are a Florida corporation rather than a statutory trust, and do not operate pursuant to a trust agreement that would require us to pursue one or more stated investment objectives, and (iv) are not required to provide daily transparency as to our bitcoin holdings or our daily net asset value. Furthermore, recommendations by broker-dealers to buy, hold, or sell complex products and non-traditional ETPs, or an investment strategy involving such products, may be subject to additional or heightened scrutiny that would not be applicable to broker-dealers making recommendations with respect to our securities. Based on how we are viewed in the market relative to ETPs, and other vehicles which offer economic exposure to bitcoin, such as bitcoin futures exchange-traded funds (“ETFs”), leveraged bitcoin futures ETFs, and similar vehicles offered on international exchanges, any premium or discount in our common stock relative to the value of our bitcoin holdings may increase or decrease in different market conditions.

Risk Factors

As a result of the foregoing factors, availability of spot ETPs for bitcoin and other digital assets could have a material adverse effect on the market price of our listed securities.

Our digital asset treasury strategy subjects us to enhanced regulatory oversight.

As noted above, several spot bitcoin ETPs have received approval from the SEC to list their shares on a U.S. national securities exchange with continuous share creation and redemption at net asset value. Even though we are not, and do not function in the manner of, a spot bitcoin ETP, it is possible that we nevertheless could face regulatory scrutiny from the SEC or other federal or state agencies due to our bitcoin holdings.

In addition, there has been increasing focus on the extent to which digital assets can be used to launder the proceeds of illegal activities, fund criminal or terrorist activities, or circumvent sanctions regimes, including those sanctions imposed in response to the ongoing conflict between Russia and Ukraine. While we have implemented and maintain policies and procedures reasonably designed to promote compliance with applicable anti-money laundering and sanctions laws and regulations and take care to only acquire our bitcoin through entities subject to anti-money laundering regulation and related compliance rules in the United States, if we are found to have purchased any of our bitcoin from bad actors that have used bitcoin to launder money or persons subject to sanctions, we may be subject to regulatory proceedings and any further transactions or dealings in bitcoin by us may be restricted or prohibited.

A portion of our bitcoin holdings may serve as collateral securing our outstanding indebtedness, and we may incur additional indebtedness or enter into other financial instruments in the future that may be collateralized by our bitcoin holdings. We may also consider pursuing strategies to create income streams or otherwise generate funds using our bitcoin holdings. These types of bitcoin-related transactions are the subject of enhanced regulatory oversight. These and any other bitcoin-related transactions we may enter into, beyond simply acquiring and holding bitcoin, may subject us to additional regulatory compliance requirements and scrutiny, including under federal and state money services regulations, money transmitter licensing requirements and various commodity and securities laws and regulations.

Additional laws, guidance and policies may be issued by domestic and foreign regulators following the filing for Chapter 11 bankruptcy protection by FTX, one of the world’s largest cryptocurrency exchanges, in November 2022. The FTX collapse may have increased regulatory focus on the digital assets industry. Increased enforcement activity and changes in the regulatory environment, including changing interpretations and the implementation of new or varying regulatory requirements by the government or any new legislation affecting bitcoin, as well as enforcement actions involving or impacting our trading venues, counterparties and custodians, may impose significant costs or significantly limit our ability to hold and transact in bitcoin.

In addition, private actors that are wary of bitcoin or the regulatory concerns associated with bitcoin have in the past taken and may in the future take further actions that may have an adverse effect on our business or the market price of our listed securities. For example, it is possible that a financial institution could restrict customers from buying shares of our common stock if it were to determine that our common stock’s value is closely tied to the performance of bitcoin, signaling a reluctance to facilitate exposure to virtual currencies.

Due to the unregulated nature and lack of transparency surrounding the operations of many bitcoin trading venues, bitcoin trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes, which may result in a loss of confidence in bitcoin trading venues and adversely affect the value of our bitcoin.

Bitcoin trading venues are relatively new and, in many cases, unregulated. Furthermore, there are many bitcoin trading venues which do not provide the public with significant information regarding their ownership structure, management teams, corporate practices and regulatory compliance. As a result, the marketplace may lose confidence in bitcoin trading venues, including prominent exchanges that handle a significant volume of bitcoin trading and/or are subject to regulatory oversight, in the event one or more bitcoin trading venues cease or pause for a prolonged period the trading of bitcoin or other digital assets, or experience fraud, significant volumes of withdrawal, security failures or operational problems.

In 2019 there were reports claiming that 80-95% of bitcoin trading volume on trading venues was false or non-economic in nature, with specific focus on unregulated exchanges located outside of the United States. The SEC also alleged as part of its June 5, 2023, complaint against Binance Holdings Ltd. that Binance committed strategic and targeted “wash trading” through its affiliates to artificially inflate the volume of certain digital assets traded on its exchange. The SEC has also brought recent actions against individuals and digital asset market participants alleging that such persons artificially increased trading volumes in certain digital assets through wash trades, or repeated buying and selling of the same assets in fictitious transactions to manipulate their underlying trading price. Such reports and allegations may indicate that the bitcoin market is significantly smaller than expected and that the United States makes up a significantly larger percentage of the bitcoin market than is commonly understood. Any actual or perceived wash trading in the bitcoin market, and any other fraudulent or manipulative acts and practices, could adversely affect the value of our bitcoin.

Negative perception, a lack of stability in the broader bitcoin markets and the closure, temporary shutdown or operational disruption of bitcoin trading venues, lending institutions, institutional investors, institutional miners, custodians, or other major participants in the bitcoin ecosystem, due to fraud, business failure, cybersecurity events, government-mandated regulation, bankruptcy, or for any other reason, may result in a decline in confidence in bitcoin and the broader bitcoin ecosystem and greater volatility in the price of bitcoin. For example, in 2022, each of Celsius Network, Voyager Digital, Three Arrows Capital, FTX, and BlockFi filed for bankruptcy, following which the market prices of bitcoin and other digital assets significantly declined. In addition, in June 2023, the SEC announced enforcement actions against Coinbase, Inc., and Binance Holdings Ltd., two providers of large trading venues for digital assets, which similarly was followed by a decrease in the market price of bitcoin and other digital assets. These were followed in November 2023, by an SEC enforcement action against Payward Inc. and Payward Ventures Inc., together known as Kraken, another large trading venue for digital assets. While the complaint against Coinbase, Inc. was dismissed in February 2025, the complaint against Payward Inc. and Payward Ventures Inc. was dismissed with prejudice in March 2025, and the complaint against Binance Holdings Ltd. was dismissed on May 29, 2025, the SEC or other regulatory agencies may initiate similar actions in the future. As the price of our listed securities is affected by the value of our bitcoin holdings, the failure of a major participant in the bitcoin ecosystem could have a material adverse effect on the market price of our listed securities.

Risk Factors

The concentration of our digital asset holdings could enhance the risks inherent in our digital asset treasury strategy.

The concentration of our digital asset holdings limits the risk mitigation that we could achieve if we were to purchase a more diversified portfolio of treasury assets, and the absence of diversification enhances the risks inherent in our digital asset treasury strategy. Any future significant declines in the price of digital assets would have, a more pronounced impact on our financial condition than if we used our cash to purchase a more diverse portfolio of assets.

The emergence or growth of other digital assets, including those with significant private or public sector backing, could have a negative impact on the price of bitcoin and adversely affect our business.

As a result of our digital asset treasury strategy, our assets may become concentrated in bitcoin holdings. Accordingly, the emergence or growth of digital assets other than bitcoin may have a material adverse effect on our financial condition. As of the date of this prospectus, bitcoin is the largest digital asset by market capitalization. However, there are numerous alternative digital assets and many entities, including consortiums and financial institutions, are researching and investing resources into private or permissioned blockchain platforms or digital assets that do not use proof-of-work mining like the Bitcoin network. For example, in late 2022, the Ethereum network transitioned to a “proof-of-stake” mechanism for validating transactions that requires significantly less computing power than proof-of-work mining. The Ethereum network has completed another major upgrade since then and may undertake additional upgrades in the future. If the mechanisms for validating transactions in Ethereum and other alternative digital assets are perceived as superior to proof-of-work mining, those digital assets could gain market share relative to bitcoin.

Other alternative digital assets that compete with bitcoin in certain ways include “stablecoins,” which are designed to maintain a constant price because of, for instance, their issuers’ promise to hold high-quality liquid assets (such as U.S. dollar deposits and short-term U.S. treasury securities) equal to the total value of stablecoins in circulation. Stablecoins have grown rapidly as an alternative to bitcoin and other digital assets as a medium of exchange and store of value, particularly on digital asset trading platforms. As of March 31, 2025, two of the seven largest digital assets by market capitalization were U.S. dollar-pegged stablecoins.

Additionally, central banks in some countries have started to introduce digital forms of legal tender. For example, China’s CBDC project was made available to consumers in January 2022, and governments including the United States, the United Kingdom, the European Union, and Israel have been discussing the potential creation of new CBDCs. Whether or not they incorporate blockchain or similar technology, CBDCs, as legal tender in the issuing jurisdiction, could also compete with, or replace, bitcoin and other digital assets as a medium of exchange or store of value. As a result, the emergence or growth of these or other digital assets could cause the market price of bitcoin to decrease, which could have a material adverse effect on our business, prospects, financial condition, and operating results.

Our bitcoin holdings will be less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.

Historically, the bitcoin market has been characterized by significant volatility in price, limited liquidity and trading volumes compared to sovereign currencies markets, relative anonymity, a developing regulatory landscape, potential susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges, and various other risks inherent in its entirely electronic, virtual form and decentralized network. During times of market instability, we may not be able to sell our bitcoin at favorable prices or at all. For example, a number of bitcoin trading venues temporarily halted deposits and withdrawals in 2022. As a result, our bitcoin holdings may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.

Further, bitcoin we hold with our custodians and transact with our trade execution partners does not enjoy the same protections as are available to cash or securities deposited with or transacted by institutions subject to regulation by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.

Additionally, we may be unable to enter into term loans or other capital raising transactions collateralized by our unencumbered bitcoin or otherwise generate funds using our bitcoin holdings, including in particular during times of market instability or when the price of bitcoin has declined significantly. If we are unable to sell our bitcoin, enter into additional capital raising transactions, including capital raising transactions using bitcoin as collateral, or otherwise generate funds using our bitcoin holdings, or if we are forced to sell our bitcoin at a significant loss, in order to meet our working capital requirements, our business and financial condition could be negatively impacted.

Risk Factors

If we or our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our bitcoin, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our bitcoin and our financial condition and results of operations could be materially adversely affected.

Substantially all of the bitcoin we own will be held in custody accounts at institutional-grade digital asset custodians. Security breaches and cyberattacks are of particular concern with respect to our bitcoin. Bitcoin and other blockchain-based cryptocurrencies and the entities that provide services to participants in the bitcoin ecosystem have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities. For example, in October 2021 it was reported that hackers exploited a flaw in the account recovery process and stole from the accounts of at least 6,000 customers of the Coinbase exchange, although the flaw was subsequently fixed and Coinbase reimbursed affected customers. Similarly, in November 2022, hackers exploited weaknesses in the security architecture of the FTX Trading digital asset exchange and reportedly stole over $400 million in digital assets from customers. A successful security breach or cyberattack could result in:

Further, any actual or perceived data security breach or cybersecurity attack directed at other companies with digital assets or companies that operate digital asset networks, regardless of whether we are directly impacted, could lead to a general loss of confidence in the broader Bitcoin blockchain ecosystem or in the use of the Bitcoin network to conduct financial transactions, which could negatively impact us.

Attacks upon systems across a variety of industries, including industries related to bitcoin, are increasing in frequency, persistence, and sophistication, and, in many cases, are being conducted by sophisticated, well-funded and organized groups and individuals, including state actors. The techniques used to obtain unauthorized, improper or illegal access to systems and information (including personal data and digital assets), disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched against a target. These attacks may occur on our systems or those of our third-party service providers or partners. We may experience breaches of our security measures due to human error, malfeasance, insider threats, system errors or vulnerabilities or other irregularities. In particular, unauthorized parties have attempted, and we expect that they will continue to attempt, to gain access to our systems and facilities, as well as those of our partners and third-party service providers, through various means, such as hacking, social engineering, phishing and fraud. In the past, hackers have successfully employed a social engineering attack against one of our service providers and misappropriated our digital assets, although, to date, such events have not been material to our financial condition or operating results. Threats can come from a variety of sources, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, and insiders. In addition, certain types of attacks could harm us even if our systems are left undisturbed. For example, certain threats are designed to remain dormant or undetectable, sometimes for extended periods of time, or until launched against a target and we may not be able to implement adequate preventative measures. Further, there has been an increase in such activities due to the increase in work-from-home arrangements since the onset of the COVID-19 pandemic. The risk of cyberattacks could also be increased by cyberwarfare in connection with geopolitical conflicts, such as the ongoing Russia-Ukraine conflict, including potential proliferation of malware into systems unrelated to such conflicts. Any future breach of our operations or those of others in the bitcoin industry, including third-party services on which we rely, could materially and adversely affect our business.

We face risks relating to the custody of our bitcoin, including the loss or destruction of private keys required to access our bitcoin and cyberattacks or other data loss relating to our bitcoin.

We will hold our bitcoin with regulated custodians that have duties to safeguard our private keys. Our custodial services contracts will not restrict our ability to reallocate our bitcoin among our custodians, and our bitcoin holdings may be concentrated with a single custodian from time to time. In light of the significant amount of bitcoin we will hold, we will continually seek to engage additional custodians to achieve a greater degree of diversification in the custody of our bitcoin as the extent of potential risk of loss is dependent, in part, on the degree of diversification. If there is a decrease in the availability of digital asset custodians that we believe can safely custody our bitcoin, for example, due to regulatory developments or enforcement actions that cause custodians to discontinue or limit their services in the United States, we may need to enter into agreements that are less favorable or take other measures to custody our bitcoin, and our ability to seek a greater degree of diversification in the use of custodial services would be materially adversely affected.

Any insurance that may cover losses of our bitcoin holdings will cover only a small fraction of the value of the entirety of our bitcoin holdings, and there can be no guarantee that such insurance will be maintained as part of the custodial services we have or that such coverage will cover losses with respect to our bitcoin. Moreover, our use of custodians exposes us to the risk that the bitcoin our custodians hold on our behalf could be subject to insolvency proceedings and we could be treated as a general unsecured creditor of the custodian, inhibiting our ability to exercise ownership rights with respect to such bitcoin. Any loss associated with such insolvency proceedings is unlikely to be covered by any insurance coverage we may maintain related to our bitcoin.

Bitcoin is controllable only by the possessor of both the unique public key and private key(s) relating to the local or online digital wallet in which the bitcoin is held. While the Bitcoin blockchain ledger requires a public key relating to a digital wallet to be published when used in a transaction, private keys must be safeguarded and kept private in order to prevent a third party from accessing the bitcoin held in such wallet. To the extent the private key(s) for a digital wallet are lost, destroyed, or otherwise compromised and no backup of the private key(s) is accessible, neither we nor our custodians will be able to access the bitcoin held in the related digital wallet. Furthermore, we cannot provide assurance that our digital wallets, nor the digital wallets of our custodians held on our behalf, will not be compromised as a result of a cyberattack. The bitcoin and blockchain ledger, as well as other digital assets and blockchain technologies, have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities.

Regulatory change reclassifying bitcoin as a security could lead to our classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of bitcoin and the market price of our listed securities.

Under Sections 3(a)(1)(A) and (C) of the Investment Company Act of 1940 (the “Investment Company Act”), a company generally will be deemed to be an “investment company” for purposes of the Investment Company Act if (i) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (ii) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.

Risk Factors

A portion of our assets may become concentrated in our bitcoin holdings. While senior SEC officials have stated their view that bitcoin is not a “security” for purposes of the federal securities laws, a contrary determination by the SEC could lead to our classification as an “investment company” under the Investment Company Act, which would subject us to significant additional regulatory controls that could have a material adverse effect on our ability to execute on our digital asset treasury strategy, and our business and operations and may also require us to substantially change the manner in which we conduct our business.

In addition, if bitcoin is determined to constitute a security for purposes of the federal securities laws, the additional regulatory restrictions imposed by such a determination could adversely affect the market price of bitcoin and in turn adversely affect the market price of our listed securities.

We are not subject to legal and regulatory obligations that apply to investment companies such as mutual funds and exchange-traded funds, or to obligations applicable to investment advisers.

Mutual funds, ETFs and their directors and management are subject to extensive regulation as “investment companies” and “investment advisers” under U.S. federal and state law; this regulation is intended for the benefit and protection of investors. We are not subject to, and do not otherwise voluntarily comply with, these laws and regulations. This means, among other things, that the execution of or changes to our digital asset treasury strategy, our use of leverage, the manner in which our bitcoin is custodied, our ability to engage in transactions with affiliated parties and our operating and investment activities generally are not subject to the extensive legal and regulatory requirements and prohibitions that apply to investment companies and investment advisers. Our Board of Directors will have broad discretion over the investment, leverage and cash management policies it authorizes, whether in respect of our bitcoin holdings or other activities we may pursue, and has the power to change our current policies, including our strategy of acquiring and holding bitcoin.

Our digital asset treasury strategy exposes us to risk of non-performance by counterparties.

Our digital asset treasury strategy exposes us to the risk of non-performance by counterparties, whether contractual or otherwise. Risk of non-performance includes inability or refusal of a counterparty to perform because of a deterioration in the counterparty’s financial condition and liquidity or for any other reason. For example, our execution partners, custodians, or other counterparties might fail to perform in accordance with the terms of our agreements with them, which could result in a loss of bitcoin, a loss of the opportunity to generate funds, or other losses.

Our primary counterparty risk with respect to bitcoin is custodian performance obligations. A series of recent high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating to companies operating in the digital asset industry, including the filings for bankruptcy protection by Three Arrows Capital, Celsius Network, Voyager Digital, FTX Trading and Genesis Global Capital, the closure or liquidation of certain financial institutions that provided lending and other services to the digital assets industry, including Signature Bank and Silvergate Bank, SEC enforcement actions against Coinbase, Inc., Binance Holdings Ltd., and Kraken, the placement of Prime Trust, LLC into receivership following a cease-and-desist order issued by Nevada’s Department of Business and Industry, and the filing and subsequent settlement of a civil fraud lawsuit by the New York Attorney General against Genesis Global Capital, its parent company Digital Currency Group, Inc., and former partner Gemini Trust Company have highlighted the perceived and actual counterparty risk applicable to digital asset ownership and trading. Although these bankruptcies, closures and liquidations have not resulted in any impact on our business as we have just recently adopted our digital asset treasury strategy, legal precedent created in these bankruptcy and other proceedings may increase the risk of future rulings adverse to our interests in the event one or more of our custodians becomes a debtor in a bankruptcy case or is the subject of other liquidation, insolvency or similar proceedings.

While we expect that all of our custodians will be subject to regulatory regimes intended to protect customers in the event of a custodial bankruptcy, receivership or similar insolvency proceeding, no assurance can be provided that our custodially-held bitcoin will not become part of the custodian’s insolvency estate if one or more of our custodians enters bankruptcy, receivership or similar insolvency proceedings. Additionally, if we pursue any strategies to create income streams or otherwise generate funds using our bitcoin holdings, we would become subject to additional counterparty risks. Any significant non-performance by counterparties, including in particular the custodians with which we custody substantially all of our bitcoin, could have a material adverse effect on our business, prospects, financial condition, and operating results.

Our use of leverage to acquire bitcoin could increase the risk of our bitcoin treasury strategy.

In the future, we may utilize leverage to acquire bitcoin, which magnifies the potential for loss with our digital asset treasury strategy. As we use leverage to partially finance our acquisition of bitcoin, you will experience increased risks of investing in our securities. If the value of our bitcoin assets increase, then leveraging would cause the value attributable to our common stock to increase more sharply than it would have had we not leveraged. Conversely, if the value of our bitcoin assets decreases, leveraging would cause the value of our bitcoin assets to decline more sharply than it otherwise would have had we not leveraged our business. Such a decline could negatively affect our ability to service, repurchase, repay or collateralize our debt. The effects of leverage could cause any decrease in asset value for any losses to be greater than any increase in asset value for any corresponding gains. If we incur additional leverage, you will experience increased risks of investing in our common stock.

Proposal 1

PROPOSAL 1			Merger
	The Board currently believes that approval of the Merger Agreement is in the best interests of the Company’s stockholders.
		Recommendation The Board recommends a vote “FOR” the approval of the Merger.

General

At the Special Meeting of Stockholders, holders of our common stock and Series E-1 Convertible Preferred Stock are being asked to approve the proposal that we complete the Merger with Aditxt. The affirmative vote of a majority of the combined voting power of the outstanding shares of common stock and Series E-1 Convertible Preferred Stock as of the Record Date, voting together as a single class, is required to approve the Merger.

If approved by the stockholders, the Merger would become effective as outlined in the Merger Agreement.

Even if the stockholders approve the Merger, we reserve the right not to effect the Merger if the Board does not deem it to be in the best interests of the Company and our stockholders.

Merger Agreement and Merger Consideration

On July 12, 2024 the Company entered into an Amended and Restated Agreement and Plan of Merger, as amended (the “A&R Merger Agreement”) with Aditxt, Inc., a Delaware corporation (“Aditxt”), and Adifem, Inc., a Delaware corporation and wholly owned Subsidiary of Aditxt (“Merger Sub”), pursuant to which, and on the terms and subject to the conditions thereof, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Aditxt (the Merger). The Merger is expected to be closed in late 2025.

As consideration for the Merger, Aditxt will pay holders of Evofem common stock, ratably, an amount equal to one million eight hundred thousand dollars ($1,800,000) less an amount equal to the product of (x) the number of Dissenting Shares represented by Company common stock and (y) the Common Exchange Ratio (as defined in the A&R Merger Agreement) (the “Common Consideration”)

Additionally, each share of the Company’s Series Convertible E-1 Preferred Stock, par value $0.0001 (the “Series E-1”), issued and outstanding as of the Effective Time (as defined in the A&R Merger Agreement) shall automatically be converted into the right to receive from Aditxt one (1) share Parent Preferred Stock (the “Preferred Merger Consideration” and together with the Common Consideration the “Merger Consideration”).

At the Effective Time of the Merger:

Further, Aditxt agreed to, on or prior to: (a) July 12, 2024 purchase 500 shares of the Company’s Series F-1 Preferred Stock, par value $0.0001 per share (the “F-1 Preferred Stock”) for an aggregate purchase price of $500,000 (the “Initial Parent Equity Investment”), (b) August 9, 2024, purchase an additional 500 shares of F-1 Preferred Stock for an aggregate purchase price of $500,000 (the “Second Parent Equity Investment”), (c) the earlier of August 30, 2024 or five business days of the closing of a public offering by Aditxt resulting in aggregate net proceeds to Aditxt of no less than $20,000,000, purchase an additional 2,000 shares of F-1 Preferred Stock for an aggregate purchase price of $2,000,000 (the “Third Parent Equity Investment”); and (d) September 30, 2024, purchase an additional 1,000 shares of F-1 Preferred Stock at an aggregate purchase price of $1,000,000 (the “Fourth Parent Equity Investment”).

On August 16, 2024, the Company, Aditxt and Merger Sub entered into the first amendment to the A&R Merger Agreement (the “First Amendment”), to change the funding date for $2,000,000 aforementioned from August 30, 2024 to the earlier of (i) September 6, 2024 or (ii) five (5) business days of the closing of a public offering by Parent resulting in aggregate net proceeds to Parent of no less than $20,000,000.

On September 6, 2024, the Company, Aditxt and Merger Sub entered into the second amendment to the A&R Merger Agreement (the “Second Amendment”), to (i) change the date of the Third Parent Equity Investment Date and Fourth Parent Equity Investment Date (as defined in the A&R Merger Agreement) from September 6, 2024 and September 30, 2024 to September 30, 2024 and October 31, 2024, respectively and (ii) to change the required consummation date to November 29, 2024.

On October 2, 2024, the Company, Aditxt and Merger Sub entered into the third amendment to the A&R Merger Agreement (the “Third Amendment”), to (i) change the date of the Third Parent Equity Investment Date (as defined in the A&R Merger Agreement) from September 30, 2024 to October 2, 2024, (ii) change the Third Parent Equity Investment from 1,500 shares of F-1 Preferred (as defined below) to 720 shares of F-1 Preferred, and (iii) amend the Fourth Parent Equity Investment (as defined in the A&R Merger Agreement) from 1,500 shares of F-1 Preferred to 2,280.

On November 19, 2024, the Company, Aditxt and Merger Sub entered into the fourth amendment to the A&R Merger Agreement (the “Fourth Amendment”) to change the required consummation date to January 31, 2025.

On March 22, 2025, the Company, Parent and Merger Sub entered into the fifth amendment to the A&R Merger Agreement (the Fifth Amendment), to (i) change the required consummation date to September 30, 2025; (ii) add a Fifth Parent Investment of $1.5 million to be completed by April 7, 2025; and (iii) add a special meeting consummation date being on or prior to September 26, 2025.

The consummation of the Merger is conditioned upon, among other things: (i) the Company Shareholder approval shall having been obtained in accordance with applicable Law; (ii) no governmental entity having jurisdiction over any party shall have issue any order, decree, ruling injunction or other action that is in effect restraining the Merger; (iii) a voting agreement shall have been executed and delivered by the parties thereto; (iv) all Company preferred stock shall have been converted to Company common stock except for the Unconverted Company Preferred Stock (as defined by the A&R Merger Agreement); (v) the Company shall have received agreements from all of the holders of the Company’s warrants, duly executed, containing waivers with respect to any fundamental transaction, change in control or other similar rights that such warrant holders may have under any such Company warrants and exchange such Company warrants as they hold for an aggregate of not more than 930.336 shares of Parent Preferred Stock (as defined in the A&R Merger Agreement); (vi) the Company shall have cashed out any other warrant holder who has not provided a warrant holder agreement, provided, however, that the aggregate amount of such cash out for any and all other warrant holders who have not provided a warrant holder agreement shall not exceed $150,000; (vii) the Company shall have obtained waivers from holders of Company convertible notes of the original principal amount thereof with respect to any fundamental transaction rights such Company convertible note holders may have under any such Company convertible notes, including any right to vote, consent or otherwise approve or veto any of the transaction contemplated by this A&R Merger Agreement; (viii) Aditxt shall have received sufficient financing to satisfy its payment obligations under the A&R Merger Agreement (ix) the requisite stockholder approval shall have been obtained by Aditxt at a special meeting of its stockholders to approve the Parent Stock Issuance (as defined in the A&R Merger Agreement) (x) Aditxt shall have received a compliance certificate from the Company certifying Company complied with all reps and warranties in the A&R Merger Agreement; (xi) Aditxt shall have received waivers from the parties to the agreements listed in Section 7.2(f) of the A&R Merger Agreement Parent Disclosure Letter of the issuance of securities in a “Variable Rate Transaction” (as such term in defined in such agreements); (xii) Parent shall have received a certificate certifying that no interest in the Company is a U.S. real property interest, as required under U.S. treasury regulation section 1.897-2(h) and 1.1445-3(c); (xiii) Aditxt shall have paid, in full, the Repurchase Price, as defined in that certain Securities Purchase and Security Agreement, dated as of April 23, 2020, as amended by that First Amendment to the Securities Purchase and Security Agreement, dated as of November 20, 2021, that Second Amendment to the Securities Purchase and Security Agreement, dated as of March 21, 2022, that Third Amendment to Securities Purchase and Security Agreement dated as of September 15, 2022, and that Fourth Amendment to Securities Purchase and Security Agreement, dated as of September 8, 2023, by and among the Company, Baker Brothers Life Sciences, L.P., 667, L.P. and Bakers Bros. Advisors LP (xv) there shall be no more than 4,141,434 dissenting shares that are Company common stock or 98 dissenting shares that are Company preferred stock (xiv) Company shall have received from Aditxt a compliance certificate certifying that Parent has complied with all representations and warranties, (xv) that Aditxt shall be in compliance with stockholders’ equity requirements in Nasdaq listing rule 5550(b)(1).

In connection with the Merger Agreement Aditxt, the Company and the holders (the “Holders”) of certain senior indebtedness of Evofem (the “Notes”) entered into an Assignment Agreement dated December 11, 2023 (the “December Assignment Agreement”), pursuant to which the Holders assigned the Notes to Aditxt in consideration for the issuance by Aditxt of (i) an aggregate principal amount of $5.0 million in secured notes of Aditxt due on January 2, 2024 (the “January 2024 Secured Notes”), (ii) an aggregate principal amount of $8.0 million in secured notes of Aditxt due on September 30, 2024 (the “September 2024 Secured Notes”), (iii) an aggregate principal amount of $5.0 million in ten-year unsecured notes (the “Unsecured Notes”), and (iv) payment of $0.2 million in respect of net sales of Phexxi in respect of the calendar quarter ended September 30, 2023.

On February 26, 2024, Aditxt and the Holders entered into an Assignment Agreement (the “February Assignment Agreement”), pursuant to which the Company consented to the assignment of all remaining amounts due under the Notes from Aditxt back to the Holders.

Proposal 1

Treatment of Company Securities

Company Common Shares

At the Effective Time, all shares of Company common stock issued and outstanding immediately prior to the Effective Time (excluding Cancelled Shares and Dissenting Shares), shall automatically be converted into the rights to receive, on a pro rata basis, an aggregate amount (the “Common Merger Consideration”) equal to $1,800,000 less an amount equal to the product of (x) the number of Dissenting Shares represented by Company common stock and (y) the product of 1,800,000 divided by the number of issued and outstanding common stock issued and outstanding immediately prior to the Effective Time (the “Common Exchange Ratio”).

All such shares of Company common stock, when so converted, shall automatically be cancelled and cease to exist. Each holder of a share of Company common stock that was outstanding immediately prior to the Effective Time (other than Cancelled Shares and Dissenting Shares) shall cease to have any rights with respect thereto, except the right to receive the Common Merger Consideration to be paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable.

Company Preferred Stock

Each share of the Company’s Series E-1 issued and outstanding immediately prior to the Effective Time (excluding Cancelled Shares and Dissenting Shares) shall automatically be converted into the right to receive from Aditxt, one share of Aditxt Preferred Stock having the rights, powers and preferences set forth in the form Certificate of Designations attached to the Merger Agreement as Exhibit A and included herewith as Appendix G.

Each share of Company common stock or Company Preferred Stock held by Parent or Merger Sub, or by any wholly owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist as of the Effective Time and no consideration shall be deliverable in exchange therefor.

Company Stock Options

Upon the Effective Time, options to acquire Company common stock immediately prior to the Effective Time, whether or not vested, will be automatically extinguished and cancelled without the right to receive any consideration (with no payment being made hereunder with respect thereto).

Company Convertible Note Holders

Prior to Closing, the Company shall assist the Parent in obtaining the agreement (the “Exchange Agreements”) of the Company Convertible Noteholders to exchange such Company Convertible Notes and purchase rights they hold for an aggregate (for all Company Convertible Note Holders) of not more than 88,161 shares of Parent Preferred Stock on terms acceptable to Parent.

Company Warrants

The Company shall have received agreements from all of the holders of the Company’s warrants (other than the Other Company Warrants) (all holders of Company Warrants, collectively, the “Warrant Holders”) duly executed agreements (“Warrant Holder Agreements”) to exchange such Company Warrants as they hold for an aggregate (for all Warrant Holders) of not more than 930.336 shares of Parent Preferred Stock on terms acceptable to Parent in its reasonable discretion. The Company shall have cashed out any Other Warrant Holder who has not provided a Warrant Holder Agreement; provided, however, that the aggregate amount of such cash out for any and all Other Warrant Holders who have not provided a Warrant Holder Agreement shall not exceed $150,000.

Representations and Warranties

The Merger Agreement contains customary representations and warranties of the parties thereto with respect to, among other things: (a) organization, standing and power; (b) capital structure; (c) authorization to enter into the Merger Agreement and related transactions; (d) consents and governmental authorization; (e) SEC documents, financial statements, internal controls and procedures; (f) absence of certain changes or events; (g) no undisclosed material liabilities; (h) company permits and compliance with applicable laws; (i) compensation and benefits; (j) employment and labor matters; (k) tax matters; (l) litigation; (m) intellectual property; (n) real property; (o) material contracts; (p) insurance; (q) environmental matters; (r) brokers; (s) state takeover statue; (t) investment company act; (u) related party transactions; and (v) FDA regulatory. Aditxt has additional representations and warranties, including (a) ownership of company capital stock (b) Investment Company Act and (c) Related Party Transactions.

Covenants

The Merger Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Merger and efforts to satisfy conditions to consummation of the Merger. The Merger Agreement also contains additional covenants of the parties, including, among others, (a) conduct of business, (b) access to information, (c) notice of certain events, restrictions on making loans or capital expenditures, (d) cooperation and use of reasonable best efforts to defend against shareholder litigation the (e) preparation of a proxy statement by the Company,(f) to obtain all requisite approvals of each party’s respective stockholders (g) taking all actions necessary to delist Company common stock upon effective time of the agreement and (h) shall assist Aditxt in obtaining an agreement with the Company Convertible Noteholders to exchange such Company Convertible Notes and purchase rights they hold for an aggregate (for all Company Convertible Note Holders) of not more than 88,161 shares of Aditxt Preferred Stock on terms acceptable to Aditxt in its reasonable discretion.

Aditxt has additional covenants such as (a) indemnification of Directors and Officers Insurance (b) employee matters (c) Aditxt equity investments (d) the transfer of taxes (e) the use of the Company’s cash receipts.

Conditions to Closing

The Merger Agreement is subject to certain closing conditions and contains customary representations, warranties and covenants.

The consummation of the Merger is conditioned upon, among other things: (i) the Company Shareholder approval shall have been obtained in accordance with applicable Law; (ii) no governmental entity having jurisdiction over any party shall have issue any order, decree, ruling injunction or other action that is in effect restraining the Merger; (iii) a voting agreement shall have been executed and delivered by the parties thereto; (iv) all Company preferred stock shall have been converted to Company common stock except for the Unconverted Company Preferred Stock (as defined by the Agreement); (v) the Company shall have received agreements from all of the holders of the Company’s warrants, duly executed, containing waivers with respect to any fundamental transaction, change in control or other similar rights that such warrant holders may have under any such Company warrants and exchange such Company warrants as they hold for an aggregate of not more than 930.336 shares of Aditxt Preferred Stock; (vi) the Company shall have cashed out any other warrant holder who has not provided a warrant holder agreement, provided, however, that the aggregate amount of such cash out for any and all other warrant holders who have not provided a warrant holder agreement shall not exceed $150,000; (vii) the Company shall have obtained waivers from holders of Company convertible notes of the original principal amount thereof with respect to any fundamental transaction rights such Company convertible note holders may have under any such Company convertible notes, including any right to vote, consent or otherwise approve or veto any of the transaction contemplated by this Merger Agreement; (viii) the outstanding balance of the senior secured loan plus all accrued and unpaid interest thereon, in an amount not to exceed the Repurchase Price (as defined in the Securities Purchase Agreement) shall have been paid in full; (ix) Aditxt shall have received a compliance certificate from the Company certifying Company complied with all its representations and warranties in the Merger Agreement; (x) Aditxt shall have received waivers from the parties to the agreements listed in Section 7.2(f) to the Aditxt Disclosure Letter of the issuance of securities in a “Variable Rate Transaction” (xi)Aditxt shall have received a certificate certifying that no interest in the Company is a U.S. real property interest, as required under U.S. treasury regulation section 1.897-2(h) and 1.1445-3(c); (xii) Company shall have received from Aditxt a compliance certificate certifying that Aditxt has complied with all its representations and warranties in the Merger Agreement, that Aditxt common stock included in the Merger Shares have been approved for listing on the Nasdaq, and Aditxt shall have regained compliance with the stockholders equity requirement in Nasdaq listing rule 5550(b)(1) (xiii) There shall be no more than 4,141,434 Dissenting Shares that are Company common stock or 98 Dissenting Shares that are Company Preferred Stock.

Further, the Board reserves the right to abandon the Merger if it decides it is in the best interests of the shareholders.

Proposal 1

Termination

The Merger Agreement may be terminated as follows, before or after the Company Shareholder Approval:

(a) by mutual written consent of the Company and Parent;

(b) by either the Company or Parent:

(i) if any Governmental Entity of competent jurisdiction shall have issued a final and nonappealable order, decree, ruling or injunction or taken any other action permanently restraining, enjoining, or otherwise prohibiting the consummation of the Merger, or if there shall have been adopted prior to the Effective Time any Law that permanently makes the consummation of the Merger illegal or otherwise permanently prohibited;

(ii) if the Merger shall not have been consummated on or before 5:00 p.m. Eastern Time, on September 30, 2024 (such date being the “End Date”); provided, that the right to terminate shall not be available to any party whose breach of any representation, warranty, covenant, or agreement contained in the Merger Agreement has been the primary cause of or resulted in the failure of the Merger to occur on or before such date;

(iii) in the event of a breach by the other party (treating Parent and Merger Sub as one party) of any covenant or other agreement contained in the Merger Agreement or if any representation and warranty of the other party contained in the Merger Agreement fails to be true and correct which (x) would give rise to the failure of a condition set forth in Section 7.2(a) or (b) or Section 7.3(a) or (b), as applicable, if it were continuing as of the Closing Date and (y) cannot be or has not been cured (or is incapable of becoming true or does not become true) by the earlier of (1) the End Date and (2) the date that is 30 days after the giving of written notice to the breaching party of such breach or failure to be true and correct and the basis for such notice (a “Terminable Breach”); provided, however, that the terminating party is not then in Terminable Breach of any representation, warranty, covenant or other agreement contained in the Merger Agreement; or

(iv) if the Company Shareholder Approval shall not have been obtained at a duly held Company Meeting of Stockholders (including any adjournment or postponement thereof) at which a vote on the approval of this Agreement and the Transactions, including the Merger, was taken; or

(c) by Parent prior to the time the Company Shareholder Approval is obtained, if the Company Board shall have effected a Company Change of Recommendation;

(d) by the Company at any time after there has been a Company Change of Recommendation; provided, that the Company has provided Parent ten (10) calendar days’ prior written notice thereof and has negotiated in good faith with Parent to provide a competing offer;

(e) by the Company if the Parent common stock is no longer listed for trading on NASDAQ;

(f) by the Company if any of: (i) the Initial Parent Equity Investment has not been made by the Initial Parent Equity Investment Date, (ii) the Second Parent Equity Investment has not been made by the Second Parent Equity Investment Date, (iii) the Third Parent Equity Investment has not been made by the Third Parent Equity Investment Date, (iv) the Fourth Parent Equity Investment has not been made by the Fourth Parent Equity Investment Date, or (v) the Parent Fifth Investment has not been made by the Parent Fifth Investment Date;

(g) by the Parent in the event that the Parent determines, in its reasonable discretion, that the acquisition of the Company pursuant to this Agreement could result in a materially adverse amount of cancellation of indebtedness income to Parent for federal income-tax purposes recognized and attributable to any modification, restructuring, or purchase of the indebtedness of the Company or the purchase of the Company. Determining whether any income is “materially adverse” shall take into account both (i) whether such income is offset by any available current operating losses and net operating loss and other tax attributes carryforwards, and (ii) the materiality of the amount of tax attributable to such income, net of all offsets, deductions, credits and other reductions in the amount of tax actually payable as a result thereof.

Proposal 1

Effect of Termination

In the event of termination of the Merger Agreement by any party as provided in, the Merger Agreement shall become void and there shall be no liability or obligation on the part of any party except with respect to Section 8.2, Section 6.7(b), Section 8.3 and Articles I and IX, which Sections and Articles shall not terminate; provided, however, that notwithstanding anything to the contrary herein, no such termination shall relieve any party from liability for any damages arising from or arising out of an intentional and material breach of any covenant, agreement or obligation hereunder or intentional fraud, or as provided in the Non-Disclosure Agreement, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity.

Agreements to be Executed at Closing

This section describes certain additional agreements entered into or to be entered into pursuant to the Merger Agreement, but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the agreements. The full text of the related agreements, or forms thereof, will be filed as annexes to in conjunction with the closing of the Merger, and the following descriptions are qualified in their entirety by the full text of such annexes. Shareholders and other interested parties are urged to read such related agreements in their entirety prior to voting on the proposals presented at the special meeting.

Exchange Agreement

Prior to Closing, the Company Convertible Note Holders will enter into an Exchange Agreement, pursuant to which these Note Holders exchange the value of their then-outstanding Company Convertible Notes and purchase rights for an aggregate of not more than 88,161 shares of Parent Preferred Stock.

Warrant Holder Agreement

Prior to Closing, the Company will enter into Warrant Holder Agreements with all holders of Company Warrants (other than Other Company Warrants), wherein each Warrant Holder agrees to exchange such Company Warrants as they hold for an aggregate (for all Warrant Holders) of not more than 930.336 shares of Parent Preferred Stock, in aggregate, on terms acceptable to Parent.

Waivers

Prior to Closing, the Company shall have obtained waivers from holders of Company Convertible Notes to waive the any fundamental transaction rights such holder may have under the Convertible Notes, including any right to vote, consent, or otherwise approve or veto any of the transactions.

Voting Agreement

On the Closing Date, the Parent and certain members of Company management will enter into a mutually agreeable voting agreement.

Who Can Vote

Only stockholders who owned our common stock and Series E-1 at the close of business on the Record Date are entitled to vote at the Special Meeting. On the Record Date, there were [share count] shares of our common stock outstanding and entitled to vote and [share count] shares of our Series E-1 that are outstanding and entitled to vote at the Meeting or any adjournment thereof. Each one share of Series E-1 has voting rights equal to the number of shares of common stock into which the Series E-1 were convertible as of the Record Date on Proposal 1: the Merger Proposal and Proposal 2: Adjournment.

Requirements for approval of each proposal are as follows:

Approval of each of these Proposals also requires the presence of a quorum at the Special Meeting.

Proposal 1

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

If you are a beneficial owner of shares held in a brokerage account and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. Under the rules of the New York Stock Exchange, brokers, banks, and other securities intermediaries that are subject to New York Stock Exchange rules may use their discretion to vote your “uninstructed” shares on matters considered to be “routine” under New York Stock Exchange rules but not with respect to “non-routine” matters. A broker non-vote occurs when a broker, bank or other agent has not received voting instructions from the beneficial owner of the shares and the broker, bank or other agent cannot vote the shares because the matter is considered “non-routine” under NYSE rules. Proposal 1 is considered to be “non-routine” under New York Stock Exchange rules such that your broker, bank, or other agent may not vote your shares on this proposal in the absence of your voting instructions.

Background on the Proposed Merger with Aditxt

The Evofem Board of Directors and Evofem’s management team regularly review Evofem’s operating and strategic plans, both near-term and long-term, as well as various strategic alternatives, with the goal of building stockholder value and ensuring the continued success of the Company. As noted in the Company’s prior Annual Reports on Form 10-K, the Evofem Board of Directors and management team have focused on, among other things, opportunities and risks associated with the Company’s business and financial condition, potential partnering opportunities and strategic relationships, and other strategic options.

In the second half of 2022, a series of unfortunate events occurred that left the Company in a financial predicament. First, Evofem’s stock was de-listed from trading on the Nasdaq on August 11, 2022. The Company’s stock began trading on the OTC Pink Open Market on August 14, 2022 and up-listed to the OTCQB Venture Market on October 3, 2022. However, many investors are not permitted to hold or purchase stocks that trade on these exchanges, which has hindered Evofem’s ability to raise capital to fund operations and grow the business since then. Second, on October 11, 2022, Evofem announced that its Phase 3 clinical trial of EVO-100 for the prevention of chlamydia and gonorrhea did not meet its efficacy endpoints. A positive read-out from this trial would have enabled the Company to file with the FDA to expand the label for its lead commercial asset and would have doubled its total addressable market. Management had planned to leverage positive data for one final equity raise; instead, the Company found itself with limited resources and reduced options. Management immediately implemented austerity measures and effected a reduction in force, followed by a second reduction in force and salary cuts in early 2023. On February 23, 2023, Evofem’s Board of Directors unanimously approved a comprehensive strategic process to explore and evaluate strategic alternatives.

In August 2023, the Company announced a confidential non-binding letter of intent relating to a possible merger with a publicly-traded entity. The Company subsequently pivoted from that opportunity to advance discussions with Aditxt which ultimately culminated with entry into the Merger Agreement.

The terms of the Merger Agreement with Aditxt are the result of extensive negotiations between members of the Evofem management team and the management team of Aditxt, along with their respective advisors and under the guidance of each company’s board of directors. Evofem followed a careful process assisted by legal advisors to rigorously examine a variety of potential transactions and transaction candidates through broad outreach to investment banks and life sciences companies and a thorough process of evaluation of prospective strategic partners. The following is a summary of the background of the process undertaken by Evofem for the identification and evaluation of strategic alternatives and the negotiation of the Merger Agreement with Aditxt.

In late September 2023, the Evofem team held an introductory call, initiated by a third-party, with Amro Albanna, the Founder and Chief Executive Officer of Aditxt, to discuss Evofem’s business operations, historic successes and failures, the Company’s then current financial stresses, and potential strategies for a path going forward. In the week following this introductory call, Saundra Pelletier, the Chief Executive Officer of Evofem, and Mr. Albanna had numerous discussions regarding business strategies, and optimal ways to address Evofem’s financial needs.

In early October 2023, the Company received from Aditxt the first draft of a non-binding term sheet, for discussion purposes only, regarding an exclusive licensing agreement for Phexxi. On October 23, 2023, the parties executed a Mutual Confidentiality and Non-Disclosure Agreement (the Confidentiality Agreement), with Aditxt signing Evofem’s standard confidentiality agreement template. This Confidentiality Agreement did not differ from any other unnamed confidentiality agreements with other potentially interested third parties. No changes or special accommodations were made for Aditxt with regards to the Confidentiality Agreement and the Confidentiality Agreement did not contain any standstill provisions.

Discussions between the two companies continued and, in late October 2023, Evofem received from Aditxt an updated non-binding term sheet. Under this revised proposal, Evofem and its subsidiaries would be dissolved and a NewCo would be formed, under the same management; NewCo would continue to sell Phexxi; Aditxt would negotiate and assume all of Evofem’s outstanding debt and payables; and NewCo would receive some funding from Aditxt for its operations.

In early November 2023, Evofem’s management team presented to its Board several strategic options that Evofem explored. After robust discussions, the Board determined that the potential merger with Aditxt was the best option for the Company to continue as a going concern, without filing for bankruptcy, to realize value for the shareholders and creditors. Mr. Albanna also talked to each of Evofem’s Board members individually and shared his vision of the women’s health platform he aims to build.

Subsequently, in early November 2023, Evofem received a non-binding letter of intent from Aditxt (the “LOI”), which set forth the preliminary terms and conditions for the proposed acquisition of all outstanding capital stock of Evofem, the assumption of all Evofem’s outstanding debt and purchase rights, and financing to support Evofem’s operations. At this time, Aditxt and Evofem conducted mutual due diligence. Mr. Albanna also met with certain of Evofem’s debt holders to discuss strategies surrounding the assumption of debt.

Proposal 1

After diligent review, Evofem signed the LOI in mid-November 2023. The companies immediately moved forward with drafting a merger agreement. Over the next few weeks, during the due diligence process and while finalizing the terms of the Merger and related documents, the companies, and their corresponding legal counsels, held numerous discussions about the legal structure, the terms for Aditxt to assume the outstanding financial instruments in Evofem’s capitalization table, and Evofem’s need and timing for capital.

After multiple revisions of the draft Merger Agreement, the parties signed the Merger Agreement on December 11, 2023. The Merger Agreement was subsequently amended on January 8, 2024, January 30, 2024, and February 29, 2024 to reflect the revised filing date of the joint proxy to be filed with the SEC and also the timing of Aditxt’s funding to Evofem.

On April 26, 2024, the Company delivered a termination notice to Aditxt notifying it that the Company was exercising its right to terminate the Merger Agreement effective April 26, 2024 (the Termination Notice), in accordance with Section 8.1(f) of the Merger Agreement, as revised in the third amendment to the Merger Agreement dated February 29, 2024. After further discussions with the senior secured note holder and assessment of the Company’s strategic goals, the Company concluded that continuation of the Merger was still the best path forward and in the best interest of the Company’s investors. On May 2, 2024, Evofem, the Merger Sub and Aditxt entered into the Reinstatement and Fourth Amendment to the Merger Agreement (the Fourth Amendment) in order to waive and amend, among other things, the several provisions. In consideration of the Fourth Amendment, Aditxt paid the Company $1.0 million.

On July 12, 2024, Evofem, the Merger Sub and Aditxt entered into the Amended and Restated Merger Agreement (the A&R Merger Agreement) which amended and restated in its entirety the Agreement and Plan of Merger (as amended January 8, 2024, January 30, 2024, February 29, 2024, and May 2, 2024 (collectively, the Original Merger Agreement)). The terms and provisions of the A&R Merger Agreement are mostly consistent with the terms and provision of the Original Merger Agreement, except as consideration for the Merger, Aditxt will (i) pay Evofem common stockholders pro rata an aggregate of $1.8 million less an amount equal to the product of (x) the number of Dissenting Shares represented by Company common stock and (y) the Common Exchange Ratio (as defined in the A&R Merger Agreement), and (ii) each share of the Company’s Series E-1, par value $0.0001, issued and outstanding shall automatically be converted into the right to receive from Aditxt one share Parent Preferred Stock.

On August 16, 2024, the Company, Aditxt and Merger Sub entered into the first amendment to the A&R Merger Agreement (the “First Amendment”), to amend the funding date for the Third Parent Equity Investment from August 30, 2024 to the earlier of (i) September 6, 2024 or (ii) five (5) business days of the closing of a public offering by Parent resulting in aggregate net proceeds to Parent of no less than $20,000,000.

On September 6, 2024, the Company, Aditxt and Merger Sub entered into the second amendment to the A&R Merger Agreement (the “Second Amendment”), to (i) change the date of the Third Parent Equity Investment Date and Fourth Parent Equity Investment Date (as defined in the A&R Merger Agreement) from September 6, 2024 and September 30, 2024 to September 30, 2024 and October 31, 2024, respectively and (ii) to change the required consummation date to November 29, 2024.

On October 2, 2024, the Company, Aditxt and Merger Sub entered into the third amendment to the A&R Merger Agreement (the “Third Amendment”), to (i) change the date of the Third Parent Equity Investment Date (as defined in the A&R Merger Agreement) from September 30, 2024 to October 2, 2024, (ii) change the Third Parent Equity Investment from 1,500 shares of F-1 Preferred (as defined below) to 720 shares of F-1 Preferred, and (iii) amend the Fourth Parent Equity Investment (as defined in the A&R Merger Agreement) from 1,500 shares of F-1 Preferred to 2,280.

On October 28, 2024, Aditxt timely completed the final pre-merger Parent Equity Investment in Evofem under the A&R Merger Agreement.

On November 19, 2024, the Company, Aditxt and Merger Sub entered into the fourth amendment to the A&R Merger Agreement (the “Fourth Amendment”) to change the required consummation date to January 31, 2025.

On March 22, 2025, the Company, Parent and Merger Sub entered into the fifth amendment to the A&R Merger Agreement (the Fifth Amendment), to (i) change the required consummation date to September 30, 2025; (ii) add a Fifth Parent Investment of $1.5 million to be completed by April 7, 2025; and (iii) add a special meeting consummation date being on or prior to September 26, 2025.

In aggregate, Aditxt has funded $7.4 million to Evofem since May 2024, enabling the Company to acquire SOLOSEC®, the single dose oral antibiotic FDA-approved to treat bacterial vaginosis and trichomoniasis, pay in full our PDUFA fees for both products, and to fuel initiatives to drive uptake of Phexxi®.

Discussion of Valuation and Reasons for the Approval of the Merger

In the third quarter of 2022, the Company engaged a third-party independent valuation firm, which has a confidentiality clause in their engagement agreement requiring that they not be named in public filings, to perform a valuation of its intellectual property (“IP”). The Company paid approximately $35,000 for these services and has no other relationship with the valuation firm. The valuation firm performed such valuation in accordance with the guidelines established by the Uniform Standards of Professional Appraisal Practice and provided a disinterested statement and an opinion on the fair market value (“FMV”) of the Company, based on the market conditions. The effective date of the valuation was September 30, 2022 and it was delivered to the Company in November 2022 (the “2022 IP Valuation Report”). The 2022 IP Valuation Report stated a value of $112 million.

The Company’s first commercial product, Phexxi® (lactic acid, citric acid, and potassium bitartrate) contraceptive gel, was approved by the FDA and launched in September 2020. Phexxi is the first and only hormone-free, female-controlled, on-demand prescription contraceptive gel. Based on Phexxi’s mechanism of action as a vaginal pH modulator, the Company conducted clinical trials to evaluate its efficacy against certain pH-sensitive bacterial pathogens with the goal of expanding the Phexxi label to include additional indications. Following positive outcomes of a Phase 2b/2 clinical trial of Phexxi for the prevention of transmission of Chlamydia trachomatis infection and Neisseria gonorrhoeae infection in women, the Company conducted a Phase 3 clinical trial, EVOGUARD, to evaluate Phexxi for these potential indications. In October 2022, the Company announced that EVOGUARD did not achieve its efficacy endpoints. Therefore, the valuation in the 2022 IP Valuation Report was mainly based on Phexxi’s contraceptive indication.

The 2022 IP Valuation Report was based on Phexxi’s projected revenue as a contraceptive from the valuation date through 2026; it also considered the Company’s financial obligation to pay the Rush University royalty. The Company considered the total market for contraceptive products in the U.S. and the target potential users of Phexxi when developing the revenue projections. The valuation firm used the income approach and discounted cash flow method to calculate the net present value of all future cash flows, discounted using the calculated weighted average costs of capital. The concluded present value of the Evofem IP as of the 2022 IP Valuation Report was approximately $112 million.

FMV is defined as an estimated amount, expressed in terms of currency in U.S. dollars, that may be reasonably expected to be realized for an asset in an exchange between a willing buyer and a willing seller, with equity to both, neither being under compulsion to buy or sell, and both parties fully aware of all relevant facts, as of the effective date of the valuation report. For valuing businesses and assets, there are three generally accepted valuation approaches: market approach, income approach, and cost approach.

The 2022 IP Valuation Report used the income approach in valuing Evofem’s IP, which considers value in relation to the present worth of future benefits expected to be derived from ownership and is often measured through the capitalization of a specific level of income. A discounted cash flow (“DCF”) method, which estimates value using the concepts of the time value of money, was then used within the income approach. All future cash flows are estimated and discounted to give their present values - the sum of all future cash inflows and outflows, is the net present value, which is taken as the value or price of the cash flows in question.

A weighted average cost of capital (“WACC”) is used to discount all future cash flows in the DCF method. In its WACC calculation, the valuation firm derived the cost of equity capital and debt capital. The estimated cost of equity capital of 20.91% is a sum of the following:

To quantify the required rate of return on debt capital, the valuation firm considered the rate at which the Company and other similar companies could borrow as of the 2022 IP Valuation Report. The resulting after-tax cost of debt capital was 5.6%, which considered the Company’s estimated long-term pretax cost of debt capital of 7.5% and the selected effective tax rate of 25% to account for the tax deductibility of interest payments by the Company.

Finally, an equity capital percentage of 100% and a debt capital percentage of 0% was used in the WACC calculation based on an analysis of the Company and the industry’s capital structure. The WACC was concluded to be 20.9% = (20.91% x 100%) + (5.6% x 0%).

The valuation firm also used an industry EBITDA profit margin of 29.4%, based on guideline companies’ profitability rates within the marketplace, in the 2022 IP Valuation Report. This industry EBITDA margin was applied to the projected revenues for the fiscal years 2022 through 2026 to determine pre-tax cash inflow. The valuation firm then subtracted the Rush University royalty at 5% and IP support expenses at 30% of “pre-tax cash inflow” to determine net pre-tax cash inflow. These expenses are necessary to promote and support the IP in the marketplace. An income tax rate of 25% was applied to estimate after tax cash inflow, which was used to calculate the present value using a discount rate of 20.9% (the “WACC”). For the terminal year, which is the last year in the 5-year discrete period in the valuation model, the valuation firm capitalized the terminal year after-tax net cash flow using a discount rate of 18.9% assuming a nominal growth rate of 2% over years. The present value, on a gross basis, of the IP, as of the valuation date in the 2022 IP Valuation Report was approximately $112 million.

Proposal 1

In December 2023, Company management updated the valuation calculation from the 2022 IP Valuation Report as of the Merger Agreement signing date of December 11, 2023. This update was based on the third party valuation model described above, with the updated Phexxi revenue forecast, assumed all other assumptions in the initial valuation model did not change. Because the Company effected two rounds of reduction in force (November 2022 and March 2023), the Company’s sales force reduced from 55 sales representatives and 8 business managers as of September 30, 2022 to 16 sales representatives and three business managers, a reduction of 70%. The remaining sales force is only 30% of the force as of the initial valuation date. In addition, the Company has not funded any marketing activities and expenditures since the fourth quarter of 2022. Therefore, the revenue forecast based on the slimmed sales force is not comparable to the amount forecasted in 2022. The Company undertook this valuation calculation itself versus engaging a third-party valuation firm due to capital constraints. The revised revenue forecast is based on the sales performance under the current existing sales force without any marketing activities, and additional revenue that can be brought in with additional 10-15 sales representatives to be hired when growth capital is available. The revised projected cash flows also assume no quarterly royalty to Rush University starting from April 2025, following anticipated expiry of the Rush patent in March 2025.

As previously discussed, the Company acquired global rights to SOLOSEC in July 2024. The concluded value of the SOLOSEC product line as of the valuation date (July 2024) is approximately $16.5 million, which is the sum of the net present value of projected cash flows under the multi-period excess earnings method, discounted using a present value factor based on the year. When developing revenue forecast of SOLOSEC as well as cash flows, the Company considered the total U.S. market for bacterial vaginosis and trichomoniasis treatment products, the potential market share of SOLOSEC, industry data about the life cycle of a commercial product, the product’s historical sales, impact from the marketing programs, and potential improvements on gross-to-net through numerous market access initiatives. The projected cash flow also considered the Company’s financial obligation of quarterly royalty payments as required by the Asset Purchase Agreement.

The Company engaged a third-party valuation firm, which has a confidentiality clause in their engagement agreement requiring that they not be named in public filings, to perform a valuation of its intellectual property related to SOLOSEC (“SOLOSEC IP”) in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”) and Topic 820, Fair Value Measurement (“ASC 820”). The Company has regularly used this third-party valuation firm in the past for updates to the Company’s instruments held at fair value, a process that is required to be completed quarterly. There are no other relationships between the Company, Aditxt, and the third-party valuation firm. The Company has incurred charges of approximately $0.2 million to this third-party valuation firm from January 1, 2022 through September 30, 2024 and expects to incur charges going forward for quarterly valuation work as described above.

The total consideration for the SOLOSEC asset acquisition included an up-front payment (paid at closing), sales-based payments to be paid over the next 15 years (the “Earnout Term”) in each year in which SOLOSEC adjusted net revenue is over a specified threshold, a $10.0 million one-time payment once the cumulative SOLOSEC adjusted net revenues reach $100 million, and assumption of quarterly royalty payments based on SOLOSEC net revenue. The fair value of the consideration is attributed to the SOLOSEC product line and was therefore recorded as an intangible asset.

The fair value of the total consideration, including cash paid and future sales-based payments, was determined using a Monte Carlo simulation model, which assumes the Company’s revenue follows a geometric Brownian motion. Using specific revenue factors, including expected growth, risk adjustments, and revenue volatility, future revenues were simulated through the Earnout Term to assess whether sales-based payments would be triggered in each relevant period, as stipulated by the SOLOSEC Asset Purchase Agreement. The average output of the Monte Carlo simulations for each period provides the expected payment value, which is then discounted to its present value to derive the fair value of future sales-based payments and recorded as contingent liabilities. The discount rate is based on (i) the risk-free rate, plus (ii) a credit spread reflecting the Company’s interest-bearing debt, (iii) an additional spread to account for credit migration as of the valuation date, and (iv) a further incremental spread to reflect that the contingent liabilities is subordinated obligations relative to the Company’s other debt obligations.

The projected SOLOSEC net revenue used in the Monte Carlo simulation-based model from the valuation date through 2039 is based on the total market for bacterial vaginosis and trichomoniasis treatment products in the U.S. and the target potential users of SOLOSEC. The valuation firm used the income approach and discounted cash flow method to calculate the net present value of all future cash flows, discounted using the calculated weighted average costs of capital.

A present value factor is calculated based on the discount rate and discount period (1 divided by (1 + discount rate)^discount period) and then used to discount all future cash flows. To obtain the present value factor for SOLOSEC for each of the forecasted years (2024 through 2039), the valuation firm used the discount rate of 18.5% and calculated the discount period based on the mid-year convention, which assumes that the cash flow will be throughout the projection period rather than at the end of the period.

The valuation firm also used an industry EBITDA profit margin of 35.0% based on guideline companies’ profitability rates within the marketplace for the outer years. This industry EBITDA margin was applied to the projected revenues for the fiscal years 2026 through 2039 to determine debt-free cash flow before contributory asset charges. The valuation firm then subtracted the net working capital, fixed assets, and assembled workforce amounts to determine debt-free cash flow after contributory asset charges. The present value, on a gross basis, of the SOLOSEC IP, as of the valuation date (July 2025) was approximately $16.5 million and the related intangible asset has a net book value of approximately $6.5 million as of March 31, 2025 after taking into account valuation adjustments and quarterly amortization.

The Company is currently finalizing plans to re-brand Phexxi in connection with the settlement reached with TherapeuticsMD in 2022. The Company expects minimal disruption to its business, including to the future sales of Phexxi, the costs of rebranding, and the overall impact to the Company’s IP value.

Including the aforementioned factors, along with a quote of our enterprise value of approximately $100 million, based on a multiplier of our estimated gross revenue before we acquired SOLOSEC, we believe the value of Evofem is consistent with the total consideration in the Merger agreement.

Opinion of Evofem’s Financial Advisor

In general, a fairness opinion might be required to be obtained from an independent investment banking firm indicating the transaction is fair to the holders of the Company’s common stockholders from a financial point of view. The Company did not seek to obtain an independent fairness opinion for several reasons. First, the 2022 IP Valuation Report determined the Company’s enterprise value to be $112 million. Aggregate consideration of the transaction to the Company’s various note, convertible note, warrant, share right and stock holders aligns with this enterprise value. Second, given the Company’s financial condition, current obligations and other factors, the Company did not believe obtaining an independent fairness opinion was a prudent use of its limited capital. Third, the transaction provides cash consideration of approximately [value per share] per share, based on the number of Company common stock outstanding on the Record Date to the Company’s common stockholders. The per share cash consideration is subject to change based on any convertible note conversions, purchase right exercises, warrant exercises, or other share issuances which are at the discretion of individual holders, between now and the Merger closing date. In the event of a Liquidation Event the Company’s common stockholders would most likely receive little to no consideration due to the rights of the Company’s senior secured noteholders. Accordingly, an investor would be relying solely on the judgment of Evofem’s Board of Directors in determining whether or not the transaction is fair to the Evofem stockholders from a financial point of view. The Evofem Board of Directors believes that, because of the financial skills and background of its members, it was qualified to conclude that the Merger was fair from a financial perspective to the Company’s stockholders.

Interests of Certain Persons in the Merger

When you consider the recommendation of the Board in favor of adoption of the Merger Proposal, you should keep in mind that Evofem’s directors and officers have interests in the Merger that could be different from, or in addition to, your interests as a stockholder. These interests include, among other things:

Dissenters’ Rights

General

Under the DGCL, you have the right to demand appraisal and to receive payment in cash for the fair value of your shares of common stock as determined by the Delaware Court of Chancery, together with interest, if any, as determined by the Delaware Court of Chancery, in lieu of the Merger Consideration, subject to the requirements and limitations set forth in Section 262 of the DGCL described herein. These rights are known as appraisal rights. Company Stockholders of record and beneficial owners electing to exercise appraisal rights must comply with the provisions of Section 262 of the DGCL in order to perfect their rights. Strict compliance with the statutory procedures is required to perfect appraisal rights under Delaware law.

This section is intended as a brief summary of the material provisions of Delaware law pertaining to appraisal rights. The following discussion, however, is not a complete summary of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL that is accessible at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262 and incorporated by reference herein. Failure to comply strictly with the procedures set forth in Section 262 of the DGCL will result in the loss of appraisal rights. The following discussion does not constitute any legal or other advice, nor does it constitute a recommendation as to whether or not a Company Stockholder of record or beneficial owner should exercise his, her or its right to seek appraisal under Section 262 of the DGCL.

Subject to certain exceptions specified in Section 262 of the DGCL and summarized below, holders of record, and beneficial owners, of shares of common stock who: (1) submit a written demand for appraisal of such Person’s shares to the Company prior to the vote on the Merger Proposal; (2) have not consented to or otherwise voted in favor of the Merger Proposal or otherwise withdrawn, lost or waived appraisal rights; (3) continuously are the record holders or beneficial holders, as applicable, of such shares through the Effective Time; and (4) otherwise comply with the applicable procedures and requirements set forth in Section 262 of the DGCL will be entitled to have their shares appraised by the Delaware Court of Chancery and receive payment in cash of the “fair value” of such shares (as determined by the Delaware Court of Chancery, exclusive of any element of value arising from the accomplishment or expectation of the Merger) as of the completion of the Merger instead of the Merger Consideration. Any such Company Stockholder of record or beneficial holder awarded “fair value” for the holder’s shares by the court would receive payment of that fair value in cash, together with interest, if any, in lieu of the right to receive the Merger Consideration. It is possible that any such “fair value” as determined by the Delaware Court of Chancery may be more or less than, or the same as the Merger Consideration.

Section 262 of the DGCL requires that Company Stockholders for whom appraisal rights are available be notified not less than 20 days before the Special Meeting. Either a copy of Section 262 of the DGCL or information directing Company Stockholders to a publicly available electronic resource at which Section 262 of the DGCL may be accessed without subscription or cost must be included with such notice.

This Proxy Statement constitutes our notice to the Company Stockholders of the availability of appraisal rights in connection with the Merger in compliance with the requirements of Section 262 of the DGCL and a copy of the applicable statutory provisions is accessible at the following publicly available website:

https://delcode.delaware.gov/title8/c001/sc09/index.html#262

Company Stockholders of record and beneficial owners who wish to exercise appraisal rights or who wish to preserve the right to do so should review the following summary and the applicable statutory provisions carefully. Failure to comply with the procedures of Section 262 of the DGCL in a timely and proper manner will result in the loss of appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of the Company unless certain stock ownership conditions are satisfied by the Company Stockholders of record and beneficial owners seeking appraisal. Because of the complexity of the procedures for exercising the right to seek appraisal, Company Stockholders of record and beneficial owners who wish to exercise appraisal rights are urged to consult with their own legal and financial advisors in connection with compliance under Section 262 of the DGCL. A Company Stockholder of record or beneficial owner who loses, waives or otherwise fails to properly exercise his, her or its appraisal rights will be entitled to receive the Merger Consideration.

How to Exercise and Perfect Your Appraisal Rights

If you are a Company Stockholder of record or a beneficial holder and wish to exercise the right to seek an appraisal of your shares of common stock, you must satisfy each of the following conditions:

If you fail to comply with any of these conditions and the Merger is completed, you will be entitled to receive the Merger Consideration, but you will have no appraisal rights with respect to your shares of common stock.

In the case of a record holder of shares of common stock, voting, whether via the Internet, at the Special Meeting, by proxy, against, abstaining from voting on or failing to vote on the Merger Proposal will not constitute a written demand for appraisal as required by Section 262 of the DGCL. The written demand for appraisal is in addition to and separate from any proxy or vote. If you want to exercise your appraisal rights, you must not vote your shares of common stock online, at the Special Meeting, or by proxy in favor of the Merger Proposal.

In the case of a beneficial owner of shares of common stock, brokers, banks and other nominees that hold shares in “street name” for their customers do not have discretionary authority to vote those shares on the Merger Proposal without specific voting instructions from the beneficial owner on such proposal, but such brokers, banks or other nominees will vote such shares as instructed if the beneficial owner provides such instructions. If a beneficial owner of shares of common stock held in “street name” instructs such Person’s broker, bank or other nominee to vote such Person’s shares in favor of the Merger Proposal, and does not revoke such instruction prior to the vote on the Merger Proposal, then such shares will be voted in favor of the Merger Proposal, and it will constitute a waiver of such beneficial owner’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, if you are a beneficial owner of shares of common stock who wishes to exercise appraisal rights, you must either not provide any instructions to your broker, bank or other nominee how to vote on the Merger Proposal or instruct such broker, bank or other nominee to vote against the Merger Proposal or abstain from voting on such proposal.

Who May Exercise Appraisal Rights

A holder of record or beneficial owner of shares of common stock issued and outstanding immediately prior to the Effective Time may assert appraisal rights for the shares of common stock held of record or beneficially in that holder’s name. A demand for appraisal must be executed by or on behalf of the Company Stockholder of record or beneficial owner, as applicable, and must reasonably inform the Company of the identity of the Company Stockholder of record or beneficial owner and that the Company Stockholder intends to demand appraisal of his, her or its shares of common stock. In addition, in the case of a demand for appraisal made by a beneficial owner, the demand must (1) reasonably identify the holder of record of the shares for which the demand is made, (2) provide documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (3) provide an address at which such beneficial owner consents to receive notices given by the Company and to be set forth on the verified list of Persons who have demanded appraisal for their shares pursuant to Section 262(f) of the DGCL. A holder of record, such as a bank, broker or other nominee, who holds shares of common stock as a nominee or intermediary for others, may exercise his, her or its right of appraisal with respect to the shares held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares as to which appraisal is sought. Where no number of shares is expressly mentioned, the demand will be presumed to cover all shares held in the name of the holder of record.

If you elect to exercise appraisal rights under Section 262 of the DGCL, you should mail or deliver a written demand to:

Evofem Biosciences, Inc.

7770 Regents Road, Suite 113-618

San Diego, CA 92122

Anticipated Accounting Treatment

The Merger will be accounted for as a business combination in accordance with GAAP. Under this method of accounting, the Company will be treated as the “acquired” company for accounting purposes. Because Aditxt will be treated as the accounting acquirer, Aditxt’s assets and liabilities will be recorded at their pre-combination carrying amounts. Aditxt will record Evofem’s assets and liabilities, including the value of any acquired intangibles and any goodwill resulting from the transaction at fair market value.

No Dependent Compensation

There is no advisors’ compensation that is dependent upon the transaction closing.

Vote Required for Approval

The approval of the Merger Proposal is a condition to Closing. If the Merger Proposal is not approved, the Merger will not take place. Approval of the Merger Proposal is not a condition to Proposal No. 2.

The Merger Proposal (and consequently, the Merger Agreement and the transactions contemplated thereby, including the Merger) will be approved and adopted only if holders of at least a majority of the combined voting power, at a meeting at which a quorum is present, of the issued and outstanding shares of Evofem common stock and Series E-1, voting together as a single class, present in person by virtual attendance or represented by proxy and entitled to vote at the Meeting vote “FOR” the Merger Proposal. An abstention will have the same effect as a vote “AGAINST” the Merger Proposal. Further, the Board reserves the right to abandon the Merger if it decides it is in the best interests of the shareholders.

The presence, in person or by proxy, of the holders of one-third of the voting power of all outstanding shares of our common stock entitled to vote at the Special Meeting is necessary to constitute a quorum at the Special Meeting.

Board’s Recommendation

THE BOARD RECOMMENDS A VOTE TO APPROVE THE MERGER PROPOSAL UNDER PROPOSAL NO. 1. PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR OF THE PROPOSAL UNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY.

Proposal 2

PROPOSAL 2			Adjournment
	To consider and vote upon a proposal to authorize our Board, in its discretion, to adjourn the Special Meeting to another place, or a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of the proposal listed above at the time of the Special Meeting.
		Recommendation          The Board unanimously recommends that the stockholders vote “FOR” the adjournment of the Special Meeting pursuant to this Proposal 2, to another place, date or time, if deemed necessary or appropriate, in the discretion of the Board.

Adjournment of the Special Meeting

General

Our stockholders may be asked to consider and act upon one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of proposal 1 set forth in this Proxy Statement (the “Proposal”).

If a quorum is not present at the Special Meeting, our stockholders may be asked to vote on this Proposal 2 to adjourn the Special Meeting to solicit additional proxies. If a quorum is present at the Special Meeting, but there are not sufficient votes at the time of the Special Meeting to approve the Proposal, our stockholders may also be asked to vote on this proposal to approve the adjournment of the Special Meeting to permit further solicitation of proxies in favor of the Proposal.

If the adjournment proposal is submitted for a vote at the Special Meeting, and if our stockholders vote to approve the adjournment proposal, the Special Meeting may be adjourned to enable the Board to solicit additional proxies in favor of the Proposal. If the adjournment proposal is approved, and the Special Meeting is adjourned, the Board will use the additional time to solicit additional proxies in favor of the Proposal to be presented at the Special Meeting, including the solicitation of proxies from stockholders that have previously voted against the Proposal.

Our Board believes that, if the number of shares of our common stock and Series E-1 voting in favor of the Proposal at the Special Meeting is insufficient to approve the Proposal, it is in the best interests of our stockholders to enable the Board, if it so chooses and for a limited period of time, to continue to seek to obtain a sufficient number of additional votes in favor of the Proposal. Any signed proxies received by us in which no voting instructions are provided on such matter will be voted in favor of an adjournment in these circumstances. If the Special Meeting is adjourned, the time and place of the adjourned Special Meeting will be announced at the time the adjournment is taken. Any adjournment of the Special Meeting for the purpose of soliciting additional proxies will allow our stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting, as adjourned or postponed.

Vote Required

The affirmative “FOR” vote of a majority of the shares present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter is required to approve the adjournment of the Special Meeting pursuant to this Proposal 2, to another place, date or time, if deemed necessary or appropriate, in the discretion of the Board. Abstentions, if any, will be treated as shares that are present and entitled to vote on this Proposal, and will therefore be treated as a vote “AGAINST” this Proposal 2. In the event that there are any broker non-votes, they will not affect the outcome of the vote on this Proposal 2. However, because we believe that the approval of this Proposal will be treated as a routine matter on which a broker or other nominee has discretionary authority to vote, we do not expect to receive any broker non-votes with respect to this Proposal 2.

Proposal 2

Material U.S. Federal Income Tax Consequences

The following is a summary of certain material United States federal income tax consequences of the Merger. This discussion is included for general information purposes only and does not constitute, and is not, a tax opinion or tax advice to any particular Stockholder. This summary is based on the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder, judicial decisions, administrative rulings and other legal authorities, all as of the date hereof and all of which are subject to change, possibly with retroactive effect. No ruling from the Internal Revenue Service (the “IRS”) nor an opinion of counsel will be requested concerning the United States federal or other income tax consequences of the Merger. The tax consequences set forth in the following discussion are not binding on the IRS or the courts, and no assurance can be given that contrary positions will not be successfully asserted by the IRS or adopted by a court.

Notably, because it is our understanding that the Merger does not meet the 80% control requirement pursuant to section 351 of the Code, the exchange of each share of Company Series E-1 for one share of Aditxt Preferred Stock shall be treated as a taxable sale, as described below.

The following discussion does not address all of the United States federal income tax consequences that may be relevant to particular Stockholders, including Stockholders:

Furthermore, this discussion does not address any aspect of state or local taxation that may be applicable to a particular holder of common stock or Company Series E-1, as well as any tax consequences of any transaction occurring prior to or after the Closing, whether or not in connection with the Closing, and for the avoidance of doubt, does not address any tax consequences to Noteholders, including but not limited to pursuant to the Exchange Agreement.

EACH STOCKHOLDER SHOULD CONSULT THE HOLDER’S OWN TAX ADVISORS TO DETERMINE: (A) THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES APPLICABLE TO SUCH HOLDER AS A RESULT OF THE MERGER AGREEMENT; (B) ANY STATE OR LOCAL TAX CONSEQUENCES RELEVANT TO SUCH HOLDER AS A RESULT OF THE MERGER AGREEMENT; AND (C) THE AMOUNT, TIMING, AND REPORTING OF ANY GAIN OR LOSS RELATING TO THE MERGER AGREEMENT, IF ANY.

Merger – Taxable Sale. The exchange of shares of common stock for cash pursuant to the Merger will be treated as a taxable sale of such shares. Furthermore, the exchange of each share of Company Series E-1 for one share of Aditxt Preferred Stock will be treated as a taxable sale of such shares. A Stockholder will generally recognize capital gain or loss on the sale of shares of common stock or Company Series E-1 pursuant to the Merger equal to the difference between (a) the sum of cash and the fair market value of other consideration received; and (b) the holder’s adjusted tax basis in common stock or Company Series E-1 sold pursuant to the Merger. If (a) is greater than (b) with respect to a Stockholder, such Stockholder will recognize capital gain, and if (b) is greater than (a), such Stockholder will recognize capital loss.

Capital gain or loss recognized by a Stockholder as a result of the Merger will be long-term capital gain or loss, provided the holder’s holding period for such shares is more than one (1) year as of the Closing of the Merger. The maximum U.S. federal long-term capital gains rate is currently 20%. Short-term capital gains are taxed at ordinary income rates. The deductibility of capital losses is subject to limitation, and specifically they may only offset a very limited amount of ordinary income in a taxable year and otherwise may only be offset against capital gains. Subject to these limitations, unused capital losses may be carried forward and utilized in subsequent taxable years. Capital losses of corporations are, however, subject to a maximum five-year carry forward period. In most cases, a tax on net investment income may also apply to such capital gain recognized from the sale of stock, as discussed immediately below.

Tax on Net Investment Income. Additionally, a Stockholder may be subject to a 3.8% tax on the lesser of: (1) the holder’s “net investment income” for the relevant taxable year; and (2) the excess of the holder’s modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals is currently between $125,000 and $250,000, depending on the individual’s circumstances). A holder’s net investment income generally includes, among other things, interest income and net gains from the disposition of stock. Stockholders are urged to consult their tax advisors regarding the applicability of the tax on net investment income to the sale of their common stock and/or Company E-1 Preferred Stock.

Exercise of Appraisal and/or Dissenters’ Rights. This discussion does not apply to holders of common stock and/or Company Series E-1 who exercise appraisal and/or dissenter rights. A holder of shares of common stock and/or Company Series E-1 who exercises dissenter rights with respect to the Merger and receives cash in exchange for the shares generally will recognize gain or loss equal to the difference between (1) the amount of cash received in exchange for the shares; and (2) the holder’s adjusted tax basis in the shares exchanged therefor. Such gain or loss will generally be long-term capital gain or loss if the shares exchanged were held for more than one year as of the Closing and will be short-term capital gain or loss if the shares were held for a shorter period.

Backup Withholding. Payments to the Stockholders may be subject to information reporting and “backup withholding” for U.S. federal income tax purposes unless certain requirements are satisfied. In order to avoid backup withholding with respect to cash received pursuant to the Merger, a Stockholder must provide an IRS Form W-9. Stockholders who fail to provide their correct taxpayer identification numbers may be subject to penalties imposed by the IRS and backup withholding for U.S. federal income tax purposes (currently imposed at a rate of 24%) on payments received for their capital stock. Amounts withheld, if any, are not an additional tax and may be refunded or credited against the applicable Stockholder’s U.S. federal income tax liability, provided that such Stockholder timely furnishes the required information to the IRS. The Stockholders should consult their tax advisors as to their qualifications for exemption from backup withholding and the procedure for obtaining such an exemption.

THE ABOVE DISCUSSION DOES NOT ATTEMPT TO COMMENT UPON ALL OF THE TAX MATTERS THAT MAY AFFECT THE STOCKHOLDERS. ACCORDINGLY, EACH STOCKHOLDER IS STRONGLY URGED TO CONSULT HIS, HER, OR ITS OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE MERGER.

The Merger and Merger Agreement

The following summary describes the material provisions of the Merger Agreement and the Merger. The descriptions of the Merger Agreement in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Appendix A and is incorporated into this proxy statement by reference. We encourage you to read the Merger Agreement carefully and in its entirety because this summary may not contain all the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement. Capitalized terms in this section but not defined in this proxy statement have the meaning ascribed to such terms in the Merger Agreement.

The Parties to the Merger

Aditxt, Inc.

Aditxt, Inc (“Aditxt”) was incorporated in the State of Delaware on September 28, 2017, and its headquarters are in Mountain View, California. The company was founded with a mission of bringing stakeholders together, to transform promising innovations into products and services that could address some of the most challenging needs. The socialization of innovation through engaging stakeholders in every aspect of it is key to transforming more innovations, more rapidly, and more efficiently. At inception, the first innovation Aditxt took on was an immune modulation technology titled ADI/Adimune with a focus on prolonging life and enhancing life quality of people who have undergone organ transplants. Since then, Aditxt expanded its portfolio of innovations, and continues to evaluate a variety of promising health innovations.

Aditxt is not about a single idea or a single molecule. It is about making sure the right innovation is made possible. Aditxt’s business model has three main components:

Aditxt engages various stakeholders for each program on every level. This includes identifying researchers and research institution partners, such as Stanford University; leading health institutions to get critical trials underway, such as Mayo Clinic; manufacturing partners who enable Aditxt to take innovations from preclinical to clinical; municipalities and governments, such as the city of Richmond and the state of Virginia and public health agencies who work with Aditxt to launch our program, Pearsanta’s laboratory; and thousands of shareholders around the globe. Aditxt seeks to enable promising innovation to become purposeful products that have the power to change lives.

Aditxt’s shares of common stock are currently listed and traded on Nasdaq under the symbol “ADTX.” As Aditxt has disclosed in their applicable filings, even though they are currently in compliance with Nasdaq continued listing requirements, they remain subject to a panel monitor of their ongoing compliance until December 29, 2024 and if they fail to comply with such requirements during the panel monitor, it could result in the delisting of the ADTX securities by Nasdaq. On March 12, 2025, Aditxt effected a 1-for-250 reverse stock split, which became effective as of the open of trading on the Nasdaq Capital Market on March 17, 2025. On March 14, 2025, Aditxt submitted an appeal to Nasdaq, which will stay the delisting and suspension of Aditxt’s securities pending the decision of the Nasdaq Hearings Panel (the “Panel”). Aditxt’s hearing before the Panel was scheduled for April 22, 2025. On April 8, 2025, Aditxt received a letter from The Nasdaq Stock Market, LLC stating that Aditxt had regained compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2).

The Merger and Merger Agreement

Merger Sub

Merger Sub Inc. is a Delaware corporation that will be formed for the sole purpose of entering into the Merger Agreement and completing the Transactions. Merger Sub Inc. is a wholly owned subsidiary of Parent and has not engaged in any business except for activities incidental to its formation and as contemplated by the Merger Agreement. Upon completion of the Merger, Merger Sub Inc. will cease to exist and the Company will continue as the corporation surviving the Merger (the “Surviving Company”).

Evofem Biosciences, Inc.

Evofem Biosciences, Inc. (the “Company”) is a San Diego-based, commercial-stage biopharmaceutical company committed to commercializing innovative products to address unmet needs in women’s sexual and reproductive health. The Company’s first commercial product, Phexxi^® (lactic acid, citric acid, and potassium bitartrate) vaginal gel (Phexxi), was approved by the U.S. Food and Drug Administration (FDA) on May 22, 2020, and is the first and only FDA-approved, hormone-free, woman-controlled, on-demand prescription contraceptive gel for women. The Company commercially launched Phexxi in September 2020.

On July 14, 2024, the Company acquired global rights from Lupin Inc. (“Lupin”) to SOLOSEC^® (secnidazole) 2g granules, which is approved by the FDA to treat bacterial vaginosis and trichomoniasis, two common sexual health infections. 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”). Evofem re-launched SOLOSEC in November 2024 in the U.S. leveraging its commercial sales organization.

The current (pre-Merger) subsidiary and ownership structure of Evofem is as follows:

Merger Agreement

On July 12, 2024 the Company entered into an Amended and Restated Agreement and Plan of Merger (the “A&R Merger Agreement”) with Aditxt, Inc., a Delaware corporation (“Aditxt”), and Adifem, Inc., a Delaware corporation and wholly owned Subsidiary of Aditxt (Merger Sub), pursuant to which, and on the terms and subject to the conditions thereof, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Aditxt (the Merger). The Merger is currently expected to be closed in 2025.

The Merger and Merger Agreement

As consideration for the Merger, the Parent will pay, ratably, to holders of Evofem common stock an amount equal to one million eight hundred thousand dollars ($1,800,000) less an amount equal to the product of (x) the number of Dissenting Shares represented by Company common stock and (y) the Common Exchange Ratio (as defined in the A&R Merger Agreement) (the “Common Consideration”).

Additionally, each share of the Company’s Series E-1, issued and outstanding as of the Effective Time (as defined in the A&R Merger Agreement) shall automatically be converted into the right to receive from Aditxt one (1) share Parent Preferred Stock (the “Preferred Merger Consideration” and together with the Common Consideration the “Merger Consideration”).

At the Effective Time of the Merger:

Further, Aditxt agreed to, on or prior to:

On August 16, 2024, the Company, Aditxt and Merger Sub entered into the first amendment to the A&R Merger Agreement (the “First Amendment”), to amend the funding date for the Third Parent Equity Investment from August 30, 2024 to the earlier of (i) September 6, 2024 or (ii) five (5) business days of the closing of a public offering by Parent resulting in aggregate net proceeds to Parent of no less than $20,000,000.

On September 6, 2024, the Company, Aditxt and Merger Sub entered into the second amendment to the A&R Merger Agreement (the “Second Amendment”), to (i) change the date of the Third Parent Equity Investment Date and Fourth Parent Equity Investment Date (as defined in the A&R Merger Agreement) from September 6, 2024 and September 30, 2024 to September 30, 2024 and October 31, 2024, respectively and (ii) to change the required consummation date to November 29, 2024.

On October 2, 2024, the Company, Aditxt and Merger Sub entered into the third amendment to the A&R Merger Agreement (the “Third Amendment”), to (i) change the date of the Third Parent Equity Investment Date (as defined in the A&R Merger Agreement) from September 30, 2024 to October 2, 2024, (ii) change the Third Parent Equity Investment from 1,500 shares of F-1 Preferred (as defined below) to 720 shares of F-1 Preferred, and (iii) amend the Fourth Parent Equity Investment (as defined in the A&R Merger Agreement) from 1,500 shares of F-1 Preferred to 2,280.

On October 28, 2024, Aditxt timely completed the final pre-merger Parent Equity Investment in Evofem under the A&R Merger Agreement.

On November 19, 2024, the Company, Aditxt and Merger Sub entered into the fourth amendment to the A&R Merger Agreement (the “Fourth Amendment”) to change the required consummation date to January 31, 2025.

On March 22, 2025, the Company, Parent and Merger Sub entered into the fifth amendment to the A&R Merger Agreement (the Fifth Amendment), to (i) change the required consummation date to September 30, 2025; (ii) add a Fifth Parent Investment of $1.5 million to be completed by April 7, 2025; and (iii) add a special meeting consummation date being on or prior to September 26, 2025.

The consummation of the Merger is conditioned upon, among other things: (i) approval by the Company’s Shareholders in accordance with applicable Law; (ii) no governmental entity having jurisdiction over any party shall have issue any order, decree, ruling injunction or other action that is in effect restraining the Merger; (iii) a voting agreement shall have been executed and delivered by the parties thereto; (iv) all Company preferred stock shall have been converted to Company common stock except for the Unconverted Company Preferred Stock (as defined by the A&R Merger Agreement); (v) the Company shall have received agreements from all of the holders of the Company’s warrants, duly executed, containing waivers with respect to any fundamental transaction, change in control or other similar rights that such warrant holders may have under any such Company warrants and exchange such Company warrants as they hold for an aggregate of not more than 930.336 shares of Parent Preferred Stock (as defined in the A&R Merger Agreement); (vi) the Company shall have cashed out any other warrant holder who has not provided a warrant holder agreement, provided, however, that the aggregate amount of such cash out for any and all other warrant holders who have not provided a warrant holder agreement shall not exceed $150,000; (vii) the Company shall have obtained waivers from holders of Company convertible notes of the original principal amount thereof with respect to any fundamental transaction rights such Company convertible note holders may have under any such Company convertible notes, including any right to vote, consent or otherwise approve or veto any of the transaction contemplated by this A&R Merger Agreement; (viii) Aditxt shall have received sufficient financing to satisfy its payment obligations under the A&R Merger Agreement (ix) the requisite stockholder approval shall have been obtained by Aditxt at a special meeting of its stockholders to approve the Parent Stock Issuance (as defined in the A&R Merger Agreement) (x) Aditxt shall have received a compliance certificate from the Company certifying Company complied with all reps and warranties in the A&R Merger Agreement; (xi) Aditxt shall have received waivers from the parties to the agreements listed in Section 7.2(f) of the A&R Merger Agreement Parent Disclosure Letter of the issuance of securities in a “Variable Rate Transaction” (as such term in defined in such agreements); (xii) Parent shall have received a certificate certifying that no interest in the Company is a U.S. real property interest, as required under U.S. treasury regulation section 1.897-2(h) and 1.1445-3(c); (xiii) Aditxt shall have paid, in full, the Repurchase Price, as defined in that certain Securities Purchase and Security Agreement, dated as of April 23, 2020, as amended by that First Amendment to the Securities Purchase and Security Agreement, dated as of November 20, 2021, that Second Amendment to the Securities Purchase and Security Agreement, dated as of March 21, 2022, that Third Amendment to Securities Purchase and Security Agreement dated as of September 15, 2022, and that Fourth Amendment to Securities Purchase and Security Agreement, dated as of September 8, 2023, by and among the Company, Baker Brothers Life Sciences, L.P., 667, L.P. and Bakers Bros. Advisors LP, as assigned to Future Pak, LLC (xv) there shall be no more than 4,141,434 dissenting shares that are Company common stock or 98 dissenting shares that are Company Series E-1 (xiv) Company shall have received from Aditxt a compliance certificate certifying that Parent has complied with all representations and warranties, (xv) that Aditxt shall be in compliance with stockholders’ equity requirements in Nasdaq listing rule 5550(b)(1).

The Merger and Merger Agreement

In connection with the Merger Agreement, Aditxt, the Company and the holders (the “Holders”) of certain senior indebtedness of Evofem (the “Notes”) entered into an Assignment Agreement dated December 11, 2023 (the “December Assignment Agreement”), pursuant to which the Holders assigned the Notes to Aditxt in consideration for the issuance by Aditxt of (i) an aggregate principal amount of $5,000,000 in secured notes of Aditxt due on January 2, 2024 (the “January 2024 Secured Notes”), (ii) an aggregate principal amount of $8,000,000 in secured notes of Aditxt due on September 30, 2024 (the “September 2024 Secured Notes”), and (iii) an aggregate principal amount of $5,000,000 in ten-year unsecured notes (the “Unsecured Notes”).

On February 26, 2024, Aditxt and the Holders entered into an Assignment Agreement (the “February Assignment Agreement”), pursuant to which the Company consented to the assignment of all remaining amounts due under the Notes from Aditxt back to the Holders.

The Merger and Merger Agreement

The Merger is currently expected to be consummated in the third quarter of 2025 after obtaining the required approval by the stockholders of Evofem and the satisfaction of certain other customary closing conditions.

Post-closing entity structure

Merger Consideration

At the Effective Time, all shares of Company common stock issued and outstanding immediately prior to the Effective Time (excluding Cancelled Shares and Dissenting Shares), shall automatically be converted into the rights to receive, on a pro rata basis, an aggregate amount (the “Common Merger Consideration”) equal to $1,800,000 less an amount equal to the product of (x) the number of Dissenting Shares represented by Company common stock and (y) the product of 1,800,000 divided by the number of issued and outstanding common stock issued and outstanding immediately prior to the Effective Time (the “Common Exchange Ratio”).

Each Share of the Company’s Series E-1 issued and outstanding immediately prior to the Effective Time (excluding Cancelled Shares and Dissenting Shares) shall automatically be converted into the right to receive, from Aditxt, one share of Aditxt Preferred Stock having the rights, powers and preferences set forth in the form Certificate of Designations attached to the Merger Agreement as Exhibit C.

All shares of Company common stock or Company Preferred Stock held by Aditxt or Merger Sub and any wholly owned subsidiary of Aditxt or Merger Sub shall be automatically cancelled and retired and shall cease to exist.

Treatment of Securities

Company Common Shares

At the Effective Time, all shares of Company common stock issued and outstanding immediately prior to the Effective Time (excluding Cancelled Shares and Dissenting Shares), shall automatically be converted into the rights to receive, on a pro rata basis, an aggregate amount (the “Common Merger Consideration”) equal to $1,800,000 less an amount equal to the product of (x) the number of Dissenting Shares represented by Company common stock and (y) the product of 1,800,000 divided by the number of issued and outstanding common stock issued and outstanding immediately prior to the Effective Time (the “Common Exchange Ratio”).

All such shares of Company common stock, when so converted, shall automatically be cancelled and cease to exist. Each holder of a share of Company common stock that was outstanding immediately prior to the Effective Time (other than Cancelled Shares and Dissenting Shares) shall cease to have any rights with respect thereto, except the right to receive the Common Merger Consideration to be paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable.

Company Preferred Stock

Each share of the Company’s Series E-1 issued and outstanding immediately prior to the Effective Time (excluding Cancelled Shares and Dissenting Shares) shall automatically be converted into the right to receive, from Aditxt, one share of Aditxt Preferred Stock having the rights, powers and preferences set forth in the form Certificate of Designations attached to the Merger Agreement as Exhibit C.

Each share of Company common stock or Company Preferred Stock held by Parent or Merger Sub, or by any wholly owned subsidiary of Parent, Merger Sub or the Company, immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist as of the Effective Time and no consideration shall be deliverable in exchange therefor.

Company Stock Options

Upon the Effective Time, options to acquire Company common stock immediately prior to the Effective Time, whether or not vested, will be automatically extinguished and cancelled without the right to receive any consideration (with no payment being made hereunder with respect thereto).

Company Convertible Note Holders

Prior to Closing, the Company shall assist Parent in obtaining the agreement (the “Exchange Agreements”) of the Company Convertible Noteholders to exchange such Company Convertible Notes and purchase rights they hold for an aggregate (for all Company Convertible Note Holders) of not more than 88,161 shares of Parent Preferred Stock on terms acceptable to Parent.

Company Warrants

The Company shall have received from all of the holders of the Company’s warrants (other than the Other Company Warrants) (all holders of Company Warrants, collectively, the “Warrant Holders”) duly executed agreements (“Warrant Holder Agreements”) to exchange such Company Warrants as they hold for an aggregate (for all Warrant Holders) of not more than 930.336 shares of Parent Preferred Stock on terms acceptable to Parent in its reasonable discretion. The Company shall have cashed out any Other Warrant Holder who has not provided a Warrant Holder Agreement; provided, however, that the aggregate amount of such cash out for any and all Other Warrant Holders who have not provided a Warrant Holder Agreement shall not exceed $150,000.

Merger Sub Securities

At the Effective Time, each issued and outstanding share of Merger Sub common stock shall be cancelled and retired and shall cease to exist. Immediately following the Effective Time, the Surviving Company shall issue to Parent a number of shares of common stock, par value $0.0001 per share, of the Surviving Company equal to the number of shares of Merger Sub common stock outstanding immediately prior to the Effective Time upon payment by Parent to the Surviving Company of an amount equal to the product of (x) the number of shares of the Surviving Company issued to Parent and (y) the par value of such shares.

The Merger and Merger Agreement

Representations and Warranties

The Merger Agreement contains customary representations and warranties of the parties thereto with respect to, among other things: (a) organization, standing and power; (b) capital structure; (c) authorization to enter into the Merger Agreement and related transactions; (d) consents and governmental authorization; (e) SEC documents, financial statements, internal controls and procedures; (f) absence of certain changes or events; (g) no undisclosed material liabilities; (h) company permits and compliance with applicable laws; (i) compensation and benefits; (j) employment and labor matters; (k) tax matters; (l) litigation; (m) intellectual property; (n) real property; (o) material contracts; (p) insurance; (q) environmental matters; (r) brokers; (s) state takeover statue; (t) investment company act; (u) related party transactions; and (v) FDA regulatory. Aditxt has additional representations and warranties, including (a) ownership of company capital stock (b) Investment Company Act and (c) Related Party Transactions.

Covenants

The Merger Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Merger and efforts to satisfy conditions to consummation of the Merger. The Merger Agreement also contains additional covenants of the parties, including, among others, (a) conduct of business, (b) access to information, (c) notice of certain events, restrictions on making loans or capital expenditures, (d) cooperation and use of reasonable best efforts to defend against shareholder litigation, the (e) preparation of a proxy statement by the Company, (f) to obtain all requisite approvals of each party’s respective stockholders (g) taking all actions necessary to delist Company common stock upon effective time of the agreement and (h) that Evofem shall assist Aditxt in obtaining an agreement with the Company Convertible Noteholders to exchange such Company Convertible Notes and purchase rights they hold for an aggregate (for all Company Convertible Note Holders) of not more than 88,161 shares of Aditxt Preferred Stock on terms acceptable to Aditxt in its reasonable discretion.

Aditxt has additional covenants such as (a) indemnification of Directors and Officers Insurance (b) employee matters (c) Aditxt equity investments (d) the transfer of taxes and (e) the use of the Company’s cash receipts.

Conditions to Closing

The Merger Agreement is subject to certain closing conditions and contains customary representations, warranties and covenants.

The consummation of the Merger is conditioned upon, among other things: (i) the Company Shareholder approval shall have been obtained in accordance with applicable Law; (ii) no governmental entity having jurisdiction over any party shall have issue any order, decree, ruling injunction or other action that is in effect restraining the Merger; (iii) a voting agreement shall have been executed and delivered by the parties thereto; (iv) all Company preferred stock shall have been converted to Company common stock except for the Unconverted Company Preferred Stock (as defined by the Agreement); (v) the Company shall have received agreements from all of the holders of the Company’s warrants, duly executed, containing waivers with respect to any fundamental transaction, change in control or other similar rights that such warrant holders may have under any such Company warrants and exchange such Company warrants as they hold for an aggregate of not more than 930.336 shares of Aditxt Preferred Stock; (vi) the Company shall have cashed out any other warrant holder who has not provided a warrant holder agreement, provided, however, that the aggregate amount of such cash out for any and all other warrant holders who have not provided a warrant holder agreement shall not exceed $150,000; (vii) the Company shall have obtained waivers from holders of Company convertible notes of the original principal amount thereof with respect to any fundamental transaction rights such Company convertible note holders may have under any such Company convertible notes, including any right to vote, consent or otherwise approve or veto any of the transaction contemplated by this Merger Agreement; (viii) the outstanding balance of the senior secured loan plus all accrued and unpaid interest thereon, in an amount not to exceed the Repurchase Price (as defined in the Securities Purchase Agreement) shall have been paid in full; (ix) Aditxt shall have received a compliance certificate from the Company certifying Company complied with all its representations and warranties in the Merger Agreement; (x) Aditxt shall have received waivers from the parties to the agreements listed in Section 7.2(f) to the Aditxt Disclosure Letter of the issuance of securities in a “Variable Rate Transaction”; (xi)Aditxt shall have received a certificate certifying that no interest in the Company is a U.S. real property interest, as required under U.S. treasury regulation section 1.897-2(h) and 1.1445-3(c); (xii) Company shall have received from Aditxt a compliance certificate certifying that Aditxt has complied with all its representations and warranties in the Merger Agreement; (xiii) that Aditxt common stock included in the Merger Shares have been approved for listing on the Nasdaq, and Aditxt shall have regained compliance with the stockholders equity requirement in Nasdaq listing rule 5550(b)(1) and; (xiv) there shall be no more than 4,141,434 Dissenting Shares that are Company common stock or 98 Dissenting Shares that are Company Preferred Stock.

Further, the Board reserves the right to abandon the Merger if the Board determines it to be in the best interests of the shareholders.

Termination

The Merger Agreement may be terminated as follows, before or after the Company Shareholder Approval:

(a) by mutual written consent of the Company and Parent;

(b) by either the Company or Parent:

(i) if any Governmental Entity of competent jurisdiction shall have issued a final and non-appealable order, decree, ruling or injunction or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger, or if there shall have been adopted prior to the Effective Time any law that permanently makes the consummation of the Merger illegal or otherwise permanently prohibited;

(ii) if the Merger shall not have been consummated on or before 5:00 p.m. Eastern Time, on September 30, 2025 (such date being the “End Date”); provided, that the right to terminate shall not be available to any party whose breach of any representation, warranty, covenant or agreement contained in the Merger Agreement has been the primary cause of or resulted in the failure of the Merger to occur on or before such date;

The Merger and Merger Agreement

(iii) in the event of a breach by the other party (treating Parent and Merger Sub as one party) of any covenant or other agreement contained in the Merger Agreement or if any representation and warranty of the other party contained in the Merger Agreement fails to be true and correct which (x) would give rise to the failure of a condition set forth in Section 7.2(a) or (b) or Section 7.3(a) or (b), as applicable, if it were continuing as of the Closing Date and (y) cannot be or has not been cured (or is incapable of becoming true or does not become true) by the earlier of (1) the End Date and (2) the date that is 30 days after the giving of written notice to the breaching party of such breach or failure to be true and correct and the basis for such notice (a “Terminable Breach”); provided, however, that the terminating party is not then in Terminable Breach of any representation, warranty, covenant or other agreement contained in the Merger Agreement; or

(iv) if the Company Shareholder Approval shall not have been obtained at a duly held Company Meeting of Stockholders (including any adjournment or postponement thereof) at which a vote on the approval of this Agreement and the Transactions, including the Merger, was taken; or

(c) by Parent prior to the time the Company Shareholder Approval is obtained, if the Company Board shall have effected a Company Change of Recommendation;

(d) by the Company at any time after there has been a Company Change of Recommendation; provided, that the Company has provided Parent ten (10) calendar days’ prior written notice thereof and has negotiated in good faith with Parent to provide a competing offer;

(e) by the Company if the Parent common stock is no longer listed for trading on NASDAQ;

(f) by the Company if any of: (i) the Initial Parent Equity Investment has not been made by the Initial Parent Equity Investment Date, (ii) the Second Parent Equity Investment has not been made by the Second Parent Equity Investment Date, (iii) the Third Parent Equity Investment has not been made by the Third Parent Equity Investment Date, (iv) the Fourth Parent Equity Investment has not been made by the Fourth Parent Equity Investment Date, or (v) the Parent Fifth Investment has not been made by the Parent Fifth Investment Date;

(g) by the Parent in the event that the Parent determines, in its reasonable discretion, that the acquisition of the Company pursuant to this Agreement could result in a materially adverse amount of cancellation of indebtedness income to Parent for federal income-tax purposes recognized and attributable to any modification, restructuring, or purchase of the indebtedness of the Company or the purchase of the Company. Determining whether any income is “materially adverse” shall take into account both (i) whether such income is offset by any available current operating losses and net operating loss and other tax attributes carryforwards, and (ii) the materiality of the amount of tax attributable to such income, net of all offsets, deductions, credits and other reductions in the amount of tax actually payable as a result thereof.

Effect of Termination

In the event of termination of the Merger Agreement by any party as provided in, the Merger Agreement shall become void and there shall be no liability or obligation on the part of any party except with respect to Section 8.2, Section 6.7(b), Section 8.3 and Articles I and IX, which Sections and Articles shall not terminate; provided, however, that notwithstanding anything to the contrary herein, no such termination shall relieve any party from liability for any damages arising from or arising out of an intentional and material breach of any covenant, agreement or obligation hereunder or intentional fraud, or as provided in the Non-Disclosure Agreement, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity.

Legal Proceedings

As of May 30, 2025, the Company has received six letters from purported Company stockholders demanding that the Company’s board of directors take action on behalf of the Company to remedy allegations regarding the Company’s disclosures to shareholders with respect to various alleged omissions of material information in this proxy statement relating to the proposed transaction, and two demands made under Section 220 of the DGCL for books and records related to the transaction and disclosures in this proxy statement. The Company believes all such demands are without merit.

Agreements to be Executed Prior to or at Closing

This section describes certain additional agreements entered into or to be entered into pursuant to the Merger Agreement but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the agreements. The full text of the related agreements, or forms thereof, are filed as annexes to this proxy statement, and the following descriptions are qualified in their entirety by the full text of such annexes. Shareholders and other interested parties are urged to read such related agreements in their entirety prior to voting on the proposals presented at the special meeting.

Exchange Agreement

Prior to Closing, the Company Convertible Note Holders will enter into an Exchange Agreement, pursuant to which these Note Holders will exchange the value of their then-outstanding Company Convertible Notes and Purchase Rights for an aggregate of not more than 88,161 shares of Parent Preferred Stock.

The Merger and Merger Agreement

Warrant Holder Agreement

Prior to Closing, the Company will enter into Warrant Holder Agreement with all holders of Company Warrants (other than Other Company Warrants), wherein each Warrant Holder agrees to exchange such Company Warrants as they hold for an aggregate (for all Warrant Holders) of not more than 930.336 shares of Parent Preferred Stock on terms acceptable to Parent.

Waivers

Prior to Closing, the Company shall have obtained waivers from holders of Company Convertible Notes to waive the any fundamental transaction rights such holder may have under the Convertible Notes, including any right to vote, consent, or otherwise approve or veto any of the transactions.

Voting Agreement

On the Closing Date, the Parent and certain members of Company management will enter into a mutually agreeable voting agreement.

The Support Agreement

The Support Agreement

The following summary describes the material provisions of the Support Agreements. The descriptions of the Support Agreement in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the Support Agreement, a copy of which is attached to this proxy statement as Appendix J and is incorporated into this proxy statement by reference. We encourage you to read the Support Agreement carefully and in its entirety because this summary may not contain all the information about the Support Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement. Capitalized terms in this section but not defined in this proxy statement have the meaning ascribed to such terms in the Support Agreement.

Between October 28 and 31, 2024, the Company entered into support agreements (each a “Support Agreement”) with some of its investors (the “Investors” and each an “Investor”) pursuant to which the Investors agreed (i) to vote all Subject Shares (as defined in the Support Agreement) that an Investor is entitled to vote at the time any vote to approve and adopt the A&R Merger Agreement and the Merger at any meeting of the stockholders of the Company, and at any adjournment thereof, at which the Merger Agreement is submitted for consideration and vote of the stockholders of the Company, and (ii) that he or it will not vote any Subject Shares in favor of, and will vote such Subject Shares against the approval of, any Company Acquisition Proposal (as defined in the Support Agreement). Each Investor also revoked any and all previous proxies granted with respect to the Subject Shares. The Investors agreed that all shares of Company Capital Stock (as defined in the Support Agreement) that each Investor purchases, acquires the right to vote, or otherwise acquires beneficial ownership of, after the execution of the Support Agreement and prior to the Expiration Date (as defined below) shall be subject to the terms and conditions of the Support Agreement.

Furthermore, the Investors agreed not to sell or transfer any of such Subject Shares until: (a) the Merger Agreement shall have been terminated for any reason; (b) the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement; (c) the acquisition by Aditxt of all Subject Shares of the Investors, whether pursuant to the Merger or otherwise; (d) any amendment, change or waiver to the Merger Agreement as in effect on the date hereof, without each Investor’s consent, that (1) decreases the amount, or changes the form or timing (except with respect to extensions of time of the offer in accordance with the terms of the Merger Agreement) of consideration payable to the Investors pursuant to the terms of the Merger Agreement as in effect on the date hereof or (2) materially and adversely affects such Investor; or (e) is agreed to in writing by Aditxt and each Investor (collectively the “Expiration date”).

As of the date of the Support Agreement, the Investors own collectively an aggregate of 1,468 shares of Series E-1 Convertible Preferred Stock; 364,539,337 shares of common stock issuable upon the conversion of convertible notes; 9,549,716 shares of common stock issuable upon exercise of warrants; and 788,983,896 shares of Company common stock issuable upon any other instrument convertible into Company common stock.

A copy of the form of Support Agreement is included herewith as Appendix L.

Information about Evofem

Overview

We are a San Diego-based commercial-stage biopharmaceutical company with a strong focus on innovation in women’s health. Our first commercial product, Phexxi, was approved by the FDA on May 22, 2020. Phexxi is the first and only non-hormonal prescription contraceptive gel. It is locally acting, with no systemic activity, and used on-demand by women only when they have sex. Because Phexxi is a non-hormonal contraceptive, it is not associated with side effects of exogenous hormone use like depression, weight gain, headaches, loss of libido, mood swings and irritability. Taking hormones may not be right for some women, especially those with certain medical conditions, including clotting disorders hormone-sensitive cancer, diabetes or a BMI over 30, or those who are breast feeding or smoke. More than 23.3 million women in the U.S. will not use a hormonal contraceptive.

Evofem has delivered Phexxi net sales growth in each consecutive year since it was launched in Sept 2020. Key growth drivers for 2024 include expanded use of Phexxi in women who take oral birth control pills in conjunction with GLP-1 prescription medications like Ozempic, Mounjaro and Zepbound for weight loss. These drugs may make oral birth control pills less effective at certain points in the dosing schedule. Per the USPI, prescribers are instructed to “advise patients using oral contraceptives to switch to a non-oral contraceptive method or add a barrier method” to prevent unintended pregnancy during these times.

Outside the U.S., Phexxi was approved in Nigeria on October 6, 2022, as Femidence™ by the National Agency for Food and Drug Administration and Control. To-date, Phexxi has been submitted for approval in Mexico, Ethiopia and Ghana. We intend to commercialize Phexxi in all other global markets through partnerships or licensing agreements and, as noted below, we are successfully executing this strategy.

We halted clinical development of our investigational product candidates in October 2022 to focus resources on growing sales of Phexxi for the prevention of pregnancy.

On July 17, 2024, we licensed exclusive commercial rights to Phexxi in the Middle East to Pharma 1 Drug Store, an emerging Emirati health care company. The licensed territory includes the United Arab Emirates (UAE), Kuwait, Saudi Arabia, Qatar and certain other countries in the region. Pharma 1 is responsible for obtaining and maintaining any regulatory approvals required to market and sell Phexxi, and will handle all aspects of distribution, sales and marketing, pharmacovigilance and all other commercial functions in these countries. Evofem will supply Phexxi to Pharma 1 at cost-plus. Pharma 1 is on track to file for regulatory approval of Phexxi in the UAE in the second quarter of 2025. On May 3, 2025, the Company entered into the First Amendment to Development and Supply Agreement with Pharma 1 in order to add an additional 3-applicator package size of Phexxi to be sold by Pharma 1.

On July 14, 2024 we acquired global rights to SOLOSEC (secnidazole) 2g oral granules from Lupin, Inc. SOLOSEC is an FDA-approved single-dose oral antimicrobial agent that provides a complete course of therapy for the treatment of bacterial vaginosis (BV) and trichomoniasis, two common sexual health infections. As consideration, the Company paid Lupin a one-time upfront payment and will make certain sales-based payments. Additionally, we assumed the OAA Liabilities, minus Seller OAA Contributions (all capitalized terms as defined in the Asset Purchase Agreement). This acquisition aligns with and advances our mission to improve access to innovative and differentiated options that impact women’s daily lives. We re-launched SOLOSEC in the November 2024, leveraging our commercial infrastructure and strong physician relationships.

On May 19, 2025, the Company entered into a License and Supply Agreement (the “License Agreement”) with Pharma 1 to grant Pharma 1 an exclusive license to develop, market, advertise, promote, distribute, offer for sale, sell, and import SOLOSEC in the UAE, Kuwait, Saudi Arabia, Qatar and certain other countries in the Middle East region (the “Territory”) for a period of five years commencing on the effective date. Consideration for the exclusive commercial rights to SOLOSOEC in the Territory includes an upfront payment, payments on achievement of certain regulatory milestones, and sales-based milestone payments. Once approved, the Company will supply SOLOSEC to Pharma 1 for sale in the Territory at cost-plus.

On May 28, 2024 the USPTO issued U.S. patent number 11,992,472 entitled, “Compositions and Methods for Enhancing the Efficacy of Contraceptive Microbicides.” This patent covers methods of contraception with a composition that encompasses Phexxi vaginal gel. The patent is Evofem’s fifth Orange Book-listed patent for Phexxi in the United States.

In June 2024, Evofem entered into a partnership with Hello Alpha, a telemedicine company with a medical team specifically trained for a woman’s unique needs, under which Hello Alpha offers Phexxi as a solution that complements GLP-1 medications like Ozempic, Wegovy, Mounjaro and Zepbound. These medications can potentially reduce the effectiveness of birth control pills during specific intervals within the dosing cycle. To ensure continued pregnancy prevention, providers on HelloAlpha.com recommend switching to a non-oral birth control method or using an additional non-hormonal birth control method, like Phexxi, alongside oral contraceptives during these times.

Our Leadership Team

We have assembled a world-class team with industry-recognized expertise in women’s sexual and reproductive health.

The team is led by Saundra Pelletier, an expert in women’s health from puberty to menopause. She has served as Chief Executive Officer, President and Executive Director of Evofem Biosciences since February 2015, and as interim Chair of the Board since November 2021. She has been responsible for the company’s growth and evolution, led Evofem’s transition to the public market in January 2018, and led multiple equity financing rounds which have raised over $500 million.

During her more than 25 years of experience in the pharmaceutical industry, Ms. Pelletier has launched pharmaceutical brands worldwide and expanded indications of female healthcare brands in multiple countries. Her experience includes a comprehensive range of women’s healthcare products, cardiovascular drugs, pain management agents, sleep therapeutics and medical devices. She has had oversight and accountability for Sales, Marketing, Operations, Medical Affairs, Regulatory Affairs, Manufacturing, Customer Service, Business Development and Strategic Partnerships. As of June 2025, Ms. Pelletier also concurrently serves on the Board of Directors of Aditxt.

Our Chief Financial Officer and Secretary, Ivy Zhang, is a trusted leader and a seasoned finance executive who is dedicated to advancing our mission of addressing the unmet sexual and reproductive health needs of women. She joined Evofem as Chief Financial Officer on April 13, 2023 and leads our finance organization and financial activities including financial planning and analysis, accounting, external audit, tax, controllership, and treasury functions. Ms. Zhang has more than 16 years of financial and accounting experience spanning diverse industries, including pharmaceuticals and medical devices. Most recently she was Vice President Corporate Controller of HUYABIO International. From March 2018 to November 2022, she held increasingly senior leadership roles in Evofem’s finance team, ultimately serving as Controller. Earlier in her career, Ms. Zhang served in finance positions for more than two and a half years at SeaSpine Holdings Corporation (a public medical and therapeutic technology and device company) and approximately seven years at Ernst & Young LLP.

Information About Evofem

Our Strategy

Key elements of our strategy include:

● Successfully commercialize Phexxi. Currently, our primary focus is the successful commercialization of Phexxi in the U.S. Outside the U.S., we intend to commercialize Phexxi through strategic partnerships or license agreements, such as the licensing agreement with Pharma 1. We believe this approach will allow us to effectively deploy our capital to maximize the inherent value of Phexxi for the benefit of all stakeholders.

● Successfully commercialize SOLOSEC. In July 2024, we expanded our commercial portfolio by acquiring global rights to SOLOSEC, an oral antimicrobial agent that provides a complete course of therapy for the treatment of two common sexual health infections with just one dose. SOLOSEC is FDA-approved for the treatment of bacterial vaginosis (BV), a common vaginal infection, in females 12 years of age and older, and Trichomonas vaginalis, a common sexually transmitted infection (STI), in people 12 years of age and older. SOLOSEC has the same call point as Phexxi, enabling us to leverage our commercial infrastructure and strong physician relationships. We relaunched SOLOSEC in November 2024 and our continued focus will be on ensuring the success of the commercialization efforts.

● Leverage our U.S. sales force through business development. We intend to opportunistically acquire, in-license additional commercial or launch-ready products to enhance our offerings and complement our core competencies in women’s health. In addition to increasing revenues, the addition of other commercial assets would diversify our revenue stream. We may also defray sales force costs by promoting synergistic products for other companies on a fee-for-service basis.