Delaware
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20-8527075
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Adam C. Lenain, Esq.
Melanie Ruthrauff Levy, Esq.
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
3580 Carmel Mountain Road, Suite 300
San Diego, CA 92130
Tel: (858) 314-1500
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Alexander A. Fitzpatrick, Esq.
General Counsel
Evofem Biosciences, Inc.
12400 High Bluff Drive, Suite 600
San Diego, CA 92130
Tel: (858) 550-1900
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Large accelerated filer
☐
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Accelerated filer
☐
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Non-accelerated filer
ý
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Smaller reporting company
ý
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Emerging growth company
ý
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Title of securities
to be registered
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Amount To be
registered
(1)
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Proposed maximum
offering
price per share
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Proposed maximum
aggregate
offering price
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Amount of
registration fee
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Common Stock, $0.0001 par value per share
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2,500,000
(2)
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$5.99
(3)
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$14,975,000.00
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$1,814.97
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (“Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the outstanding shares of the Registrant’s Common Stock.
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(2)
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Represents additional shares of Registrant’s Common Stock reserved for issuance under the Amended and Restated 2014 Equity Incentive Plan as of the date of this Registration Statement.
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(3)
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Estimated in accordance with Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee based on the average of the high and low prices of the Registrant’s Common Stock as reported on The Nasdaq Capital Market on June 5, 2019.
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(a)
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the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as filed on March 1, 2019;
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(b)
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the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed with the Commission on May 7, 2019;
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(c)
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the Registrant’s Reports on Form 8-K filed with the SEC on January 3, 2019, January 7, 2019, February 11, 2019, March 1, 2019, April 11, 2019, May 7, 2019 and June 5, 2019 (except for the information furnished under Items 2.02 or 7.01 and the exhibits thereto);
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(d)
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all other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to in (a) above (in each case, except for the information furnished under Items 2.02 or 7.01 in any current report on Form 8-K); and
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(e)
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the description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A (Registration No. 001-36754) filed with the Commission on November 18, 2014 under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.
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Incorporated by Reference
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||||
Exhibit No.
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Exhibit Title
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Herewith
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Form
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File No.
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Date Filed
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4.1
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10-K
(Exhibit 3.1)
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001-36754
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02/26/2018
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4.2
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8-K
(Exhibit 3.2)
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001-36754
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01/17/2018
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4.4
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10-K
(Exhibit 4.1)
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001-36754
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02/26/2018
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5.1
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X
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23.1
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X
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23.2
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Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1).
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X
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24.1
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Power of Attorney (included on signature page).
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X
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99.1
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8-K
(Exhibit 10.1)
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001-36754
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06/05/2019
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By:
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/s/ Saundra Pelletier
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Name:
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Saundra Pelletier
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Title:
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President and Chief Executive Officer
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Signature
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Title
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Date
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/s/ Saundra Pelletier
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President and Chief Executive Officer and Director
(
Principal Executive Officer
)
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Saundra Pelletier
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June 6, 2019
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/s/ Justin J. File
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Chief Financial Officer
(
Principal Financial Officer and Principal Accounting Officer
)
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Justin J. File
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June 6, 2019
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/s/ Thomas Lynch
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Chairman of the Board
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Thomas Lynch
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June 6, 2019
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/s/ Gillian Greer, Ph.D.
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Director
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Gillian Greer, Ph.D.
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June 6, 2019
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/s/ William Hall, Ph.D.
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Director
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William Hall, Ph.D., M.D.
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June 6, 2019
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/s/ Kim P. Kamdar, Ph.D.
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Director
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Kim P. Kamdar, Ph.D.
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June 6, 2019
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/s/Tony O’Brien
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Director
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Tony O’Brien
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June 6, 2019
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/s/ Colin Rutherford
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Director
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Colin Rutherford
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June 6, 2019
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Re:
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Registration Statement on Form S-8; 2,500,000 shares of Common Stock of Evofem Biosciences, Inc., par value $0.0001 per share
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Very truly yours,
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/s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
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Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
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