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

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EVOFEM BIOSCIENCES, INC.

(Name of Registrant as Specified in Its Charter)

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

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2025

Notice of Annual Meeting of Stockholders and Proxy Statement

[Date], [9:00] a.m. Pacific Daylight Time

Science with a Soul^®

Evofem Biosciences is committed to

commercializing innovative products that

address unmet needs in women’s sexual and reproductive health.

____________________

Our Mission

To improve the quality of lives of women worldwide by delivering

innovative solutions that provide them with

more control over their sexual and reproductive health.

We are shattering the hormone glass ceiling with

PHEXX^® (lactic acid, citric acid and potassium bitartrate),

the first and only FDA-approved, hormone-free contraceptive vaginal gel.

In the U.S. alone, 23 million women of reproductive age will not use hormones.

We are empowering women with bacterial vaginosis (BV) and people with trichomoniasis with our “one and done” single-dose oral treatment

SOLOSEC^® (secnidazole) 2g oral granules,

FDA-approved to treat both of these common sexual health conditions.

An estimated 29% of women in the U.S. have BV;

global prevalence among women of reproductive age ranges from 23 to 29%.

Trichomoniasis affects 8.7% of the U.S. population, infecting roughly 2.1 million women and 3.3 million men annually. It is the most common non-viral STI in the world; the WHO estimates there are 156.3 million new cases worldwide each year.

Letter to Our Stockholders

To My Fellow Stockholders:

Evofem continues to execute our strategy to increase net product sales year over year. We are driving growth both organically – meaning by growing net sales of PHEXX^® (lactic acid, citric acid and potassium bitartrate), our hormone-free Rx contraceptive vaginal gel, in the U.S. – and through strategic acquisitions and alliances that diversify and expand our revenue stream with new products and from new markets around the world.

Organic Growth of PHEXX^®

2024 was our fourth consecutive year of increased net product sales, and we expect this trend to continue in 2025. For the past two years, this growth has been modest due to ongoing fiscal austerity measures, which have limited our ability to invest in PHEXX^®. Without appropriate investment in sales and marketing, any brand is at risk for market share erosion. This is especially true in promotionally sensitive categories like contraception. It is a testament to the creativity and tenacity of our commercial team that PHEXX^® has held its market share and net sales have increased each and every year since launch.

There is significant upside opportunity for PHEXX^® in the U.S. We are focused in 2025 on driving PHEXX^® growth through social media campaigns, participation in strategic medical conferences, and initiatives to expand use of our hormone-free, on-demand contraceptive among women who take oral birth control pills in conjunction with GLP-1 prescription medications like Ozempic, Mounjaro, and Zepbound for weight loss. Between TikTok posts going viral and the Say Vagina campaign, plus solid “earned” media coverage in 2025, we have garnered visibility for Evofem and PHEXX^® that we expect will have a lasting and meaningful impact.

Expanding Our U.S. Commercial Portfolio

In July 2024, we acquired global rights to a second FDA-approved product - SOLOSEC^® (secnidazole) 2g oral granules - adding a valuable and synergistic sexual health asset to our commercial portfolio. SOLOSEC^® is a single-dose oral antimicrobial agent that provides a complete course of therapy with just one dose for the treatment of two sexual health conditions:

	•	Bacterial vaginosis, 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 PHEXX^®, enabling us to leverage our commercial infrastructure and strong relationships with physicians and allied healthcare providers (HCPs) in the U.S. Since re-launching the brand in November 2024, SOLOSEC^® continues to grow and to exceed our projections.

Bacterial Vaginosis

Bacterial vaginosis (BV) is a pernicious condition that affects 29% of women in the U.S. Global prevalence in women of reproductive age is 23-29%, ranging as high as 41% in the Middle East and North Africa. Symptoms include vaginal odor and discharge, and BV is associated with an increased risk of acquisition of HIV and other STIs as well as pelvic inflammatory disease and adverse birth outcomes. SOLOSEC^® treats BV with just one dose taken one time. The granules are stirred into applesauce or pudding and consumed within 30 minutes. Treatment complete.

BV frequently recurs within 12 months due to factors including antimicrobial resistance in BV-associated bacteria. Such resistance is associated with overuse of and improper adherence to the necessary treatment regimens of certain BV treatments including metronidazole and tinidazole; these require multiple doses at set time points. A full course of metronidazole treatment for BV requires 14 doses to be taken twice daily over seven days. However, research has shown that as many as 50% of patients do not take all 14 doses. 58% of women who do not complete therapy will have a recurrence of BV within one year. Noncompliance to a multiple-day metronidazole regimen is a contributing factor to persistent BV.

In 2025, an investigator-led study in 24 women with recurrent BV found that once-weekly dosing with SOLOSEC^® demonstrated efficacy matching or potentially surpassing outcomes of current CDC-recommended suppressive treatments for recurrent BV. These results underscore SOLOSEC’s potential to redefine the standard of care for recurrent BV by offering women and their HCPs a simpler treatment option for long-term symptom control. We look forward to publication of this study in a peer-reviewed journal in due course.

Trichomoniasis

SOLOSEC^® is also indicated to treat trichomoniasis, the most common non-viral STI in the world, in both men and women. Despite the availability of anti-infectives approved to treat Trichomonas vaginalis, the parasite that causes trichomoniasis, in 2020 the WHO estimated 156.3 million new cases of trichomoniasis worldwide: 73.7 million in females and 82.6 million in males. Undiagnosed infections and lack of compliance with multi-day treatment regimens are critical contributing factors. Both sexual partners must be treated at the same time to prevent recurrence. The CDC notes that up to 70% of people infected with trichomoniasis are unaware that they are infected and may unwittingly pass the parasite to sexual partners.

A National Institutes of Health (NIH)-funded, investigator-led study is evaluating SOLOSEC^® (one dose administered one time) versus metronidazole (14 doses to be taken twice daily over seven days) for the treatment of trichomoniasis. This is a Phase 4 study, meaning both products are already approved to treat T. vaginalis. The purpose of the study is to compare the rate of repeat infections with T. vaginalis and evaluate relative pharmaco-economics of the two products. Study investigators hypothesize that the rate of repeat infections with T. vaginalis will be 1.75 lower in people treated with SOLOSEC^® versus metronidazole, and that single-dose SOLOSEC^® will have a higher initial cost but will be more cost effective compared to multi-dose metronidazole, largely due to lower breakthrough rates of infection.

Building a Global Business

Evofem’s long-standing mission is to improve the quality of lives of people worldwide by providing them with more control over their sexual and reproductive health. Our strategy is to develop new geographies through strategic alliances, building off our core U.S. base. We are proud to have closed two transactions in the past 15 months that will bring PHEXX^® and SOLOSEC^® to people in new parts of the world while diversifying and expanding our revenue. These agreements cover commercial rights for our products in the Middle East and North Africa (MENA). Our licensee will initially commercialize PHEXX^® and SOLOSEC^® in the United Arab Emirates (UAE), Kuwait, Saudi Arabia, Qatar, Oman, and Jordan, with potential to expand into 15 other countries in the region thereafter.

Pharma 1 filed for regulatory approval of PHEXX^® and SOLOSEC^® in the UAE in June and September 2025, respectively. We look forward to supporting the launch of – and revenues from – both products in the UAE in 2026. Meanwhile, work is already underway on subsequent filings in the licensed territory.

We intend to continue exploring additional opportunities to further expand the global reach of our products and maximize their global potential.

Cost Reduction Initiatives

Growing product sales is only part of the equation for Evofem’s long-term success; we have prioritized reducing cost of goods for both PHEXX^® and SOLOSEC^®.

We continue to manufacture PHEXX^® with our long-time U.S. contract manufacturer. However, to enable us to establish commercially viable partnerships for certain global markets, we must significantly reduce cost of goods (COGs). We therefore are working to establish and validate a second supplier to manufacture our hormone-free contraceptive. In addition to lowering COGs by more than 55% from current levels, adding this second manufacturer will also reduce PHEXX^® supply chain risk.

In 2025, we activated our contract manufacturer for SOLOSEC^® to ensure uninterrupted supply next year, when we will transition from selling finished goods inventory that we are buying from the SOLOSEC seller at a fixed price-per-unit to selling new-made goods. We expect SOLOSEC^® COGs will be cut by at least 50% beginning in 2027.

The Path Ahead

As announced in October 2025 the merger with Aditxt, Inc., was terminated.

We are now pursuing a new path that we believe will better position us to deliver value for our stockholders. We aim to re-list our stock on the Nasdaq or a comparable national market and complete a fundraising round to provide critical capital for sales and marketing initiatives designed to catalyze our net sales growth over the next for the next 18 to 24 months. With the appropriate growth capital and successful execution of our commercial strategy, we expect to be EBITDA positive on a sustainable basis from the second quarter of 2027 and beyond.

A critical first step is that to meet Nasdaq listing standards, we must increase our share price. As of the Record Date, we have [share count] shares issued and outstanding and our Common Stock is trading at $[price] per share. The Board of Directors determined that it is in the best interests of Evofem and its stockholders to effect a reverse stock split under our Certificate of Incorporation. Approval of the reverse split is critically important to Evofem’s future.

This is just one of six proposals on which we are asking you to vote. We appreciate your time both in reviewing these important proposals and in casting your vote at our upcoming Annual Meeting of Stockholders. We are asking for your support to remain a viable force by delivering innovation in sexual and reproductive healthcare and improving choices for women everywhere. Please ensure your voice is heard by voting promptly - online 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 Annual Meeting of Stockholders

Date and Time

[Date], 2025

9:00 a.m. Pacific Time

Location

12636 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 and Series G-1 Convertible Preferred Stock at the close of business on [date].


Voting Item

Proposal	Board Vote Recommendation	For Further Details

1. To elect four directors to serve three-year terms expiring 2026 through 2028.	“FOR ALL”	Page 12
2. To approve, on a non-binding advisory basis, the compensation of our named executive officers (“Say-on-Pay”).	“FOR”	Page 29
3. To consider and vote upon a proposal to approve the 2025 Equity Incentive Plan.	“FOR”	Page 53
4. To amend the Amended and Restated Certificate of Incorporation of Evofem Biosciences, Inc. to effect a reverse stock split of Common Stock at a ratio between 1-for-500 and 1-for-1,500, with the exact ratio to be set at a whole number within this range by the Board of Directors in its sole discretion.	“FOR”	Page 57
5. To ratify the appointment of BPM LLP as Evofem Biosciences, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2025.	“FOR”	Page 64
6. To consider and vote upon a proposal to authorize our Board, in its discretion, to adjourn the Annual Meeting to another place, or a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of the proposals listed above at the time of the Annual Meeting.	“FOR”	Page 65

All stockholders are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”). Whether you plan to attend the Annual Meeting or not, we urge you to read the proxy statement and to vote as quickly as possible to ensure your vote is recorded. You may change or revoke your proxy at any time before it is voted at the meeting.

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 Annual Meeting to be held on [date], at 9:00 a.m. Pacific Time. For further information about the Annual Meeting, please see the important Information About the Annual Meeting and Voting section of this Proxy Statement, beginning on Page 8. This Proxy Statement and the enclosed proxy card will be made available to our stockholders on or about [date].

Only stockholders of record at the close of business on [date] (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting. At the close of business on the Record Date, [share count] shares of Evofem’s Common Stock, par value $0.0001 per share, [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, and [share count] shares of Evofem’s G-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 Annual 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 Annual Meeting and any adjournment or postponement thereof.

Our Board has selected Saundra Pelletier to serve as the holder of proxies for the Annual 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 Annual 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 Annual 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:

	1)	send a written notice to the Company’s Secretary stating that you would like to revoke your proxy;
	2)	re-vote online as per the instructions herein;
	3)	complete and submit a new proxy card, which must bear a later date than your original proxy card; and
	4)	vote in person at the Annual Meeting. However, your attendance at the Annual Meeting will not, by itself, revoke your proxy. If you have instructed a broker to vote your shares, you must follow the directions you receive from your broker to change your vote.

Your last submitted proxy will be the proxy that is counted.

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 Annual 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.

If you would like to request documents, please do so no later than [date] to receive them before the Annual 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.

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 Annual Meeting and during the 10 days prior to the Annual Meeting at the Company’s headquarters at 12636 High Bluff Drive, Suite 400, San Diego, California 92130.

Whether you plan to attend the Annual 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]

Special Note About Forward-Looking Statements

This proxy statement includes 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. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date of this proxy statement. We 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.

Table of Contents

Letter to Our Stockholders		3
Notice of 2025 Annual Meeting of Stockholders		5
Important Information About the Annual Meeting and Voting		8
Corporate Governance Matters		12
PROPOSAL 1: Election of Directors		12
The Board of Directors		12
Corporate Governance		26
Executive Officers		28
Executive Compensation Matters		29
PROPOSAL 2: Non-Binding Advisory Vote to Approve the Compensation of Our Named Executive Officers		29
Compensation Overview		30
Other Compensation Practices		37
Summary Compensation Table		37
Employment, Severance, and Separation Agreements		38
Equity Compensation Plan Information		38
Pay vs. Performance		43
Audit Matters		46
Report of Audit Committee		46
Other Information		47
Security Ownership of Certain Beneficial Owners and Management		47
Related Person Transactions		50
Section 16(a) Beneficial Ownership Reporting Compliance		52
PROPOSAL 3: Approval of the 2025 Equity Incentive Plan		53
PROPOSAL 4: Approval of Reverse Stock Split		57
PROPOSAL 5: Ratification of Independent Auditor		64
PROPOSAL 6: Adjournment		65
Other Matters		66
Additional Information		66
Appendix
Appendix A – 2025 Equity Incentive Plan		A-1

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. These statements are also subject to the risks related to stockholder approval of the proposals described in this proxy statement, our ability to implement corporate actions such as the reverse stock split or equity incentive plans, and our access to capital markets. Additional information concerning risks and uncertainties that could affect our business, financial condition, and results of operations can be found in our most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings with the SEC.

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 discussed in our Forms 10-K and 10-Q. Except as required by applicable securities laws, we undertake no obligation to update or revise any forward-looking statements to reflect subsequent events, new information, or future circumstance.

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 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 About the Annual Meeting and Voting

Why is the Company Soliciting My Proxy?

The Board is soliciting your proxy to vote at the Annual Meeting of Stockholders (the “Annual Meeting”) of the Company to be held at the Company’s headquarters at 12636 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 Annual Meeting. The proxy statement along with the accompanying Notice of Annual Meeting of Stockholders (the “Notice”) summarizes the purposes of the meeting and the information you need to know to vote at the Annual Meeting.

We have made available to you on the Internet or have sent you this Proxy Statement, Notice, and proxy card because you owned shares of the Company’s Common Stock, E-1 Preferred Stock, and/or G-1 Preferred Stock on the Record Date. The Company intends to commence distribution of the Proxy materials to stockholders on or about [date].

Who Can Vote?

Only stockholders who owned our Common Stock and/or our Series E-1 and Series G-1 at the close of business on [date] (the “Record Date”) are entitled to vote at the Annual Meeting. On this Record Date, there were 1) [share count] shares of our Common Stock outstanding and entitled to vote; 2) [share count] shares of our Series E-1 entitled to vote, and; 3) [share count] shares of our Series G-1 entitled to vote. The Series E-1 and Series G-1 have voting power equal to the number of shares of Common Stock into which they may be converted, taking into account applicable beneficial ownership limitations.

You do not need to attend the Annual Meeting to vote your shares. Shares represented by valid proxies, received in time for the Annual Meeting and not revoked prior to the Annual Meeting, will be voted at the Annual 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 each proposal.

Each one share of Series E-1 and Series G-1 has voting rights on each proposal equal to the number of shares of Common Stock into which the Series E-1 or Series G-1 were convertible, subject to customary 4.99%, 9.99% or 19.99% beneficial ownership limitations, as of the Record Date. All Series E-1 holders together, after accounting for the beneficial ownership limitations, will have [voting power]% of the Evofem combined voting power as of the Record Date. All Series G-1 holders together, after accounting for the beneficial ownership limitations, will have [voting power]% of the Evofem combined voting power as of the Record Date.

How Do I Vote?

Whether you plan to attend the Annual 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. 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 Annual 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:

●	Online (https://annualgeneralmeetings.com/evfm2025). Use the Internet to transmit your voting instructions and for electronic delivery of information. Have your proxy card and 12-digit control number(s) in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.
●	By mail. If you received a proxy card by mail, you may vote by mail by completing, signing, dating, and returning the proxy card as instructed on the card.
●	In person at the Annual Meeting. If you attend the Annual Meeting, you may deliver a completed proxy card in person or you may vote by completing a ballot, which will be available at the Annual Meeting.

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].

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.

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

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

The Board recommends that you vote as follows:

●	“FOR” the election of all four directors.
●	“FOR” the compensation of our named executive officers.
●	“FOR” the 2025 Equity Incentive Plan.
●	“FOR” the reverse stock split.
●	“FOR” the appointment of BPM LLP as our independent registered public accounting firm.
●	“FOR” the authorization of the Board to Adjourn the Annual Meeting, in their discretion, to solicit additional proxies.

If any other matter is presented at the Annual 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 Annual 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 Annual Meeting. You may change or revoke your proxy in any one of the following ways:

●	if you received a proxy card, by signing a new proxy card with a date later than your previously delivered proxy and submitting it as instructed above;
●	by re-voting online as instructed above;
●	by notifying the Company’s Secretary in writing before the Annual Meeting that you have revoked your proxy; or
●	by attending the Annual Meeting and voting at that time. Attending the Annual Meeting will not in and of itself revoke a previously submitted proxy. You must specifically request at the Annual Meeting that it be revoked.

Your most current vote, whether submitted online or by 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 and Series G-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 Annual 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.

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

Proposal 1: Elect Directors		The nominees for director who receive the most votes (also known as a “plurality” of the votes cast) will be elected. You may vote either FOR ALL, WITHHOLD ALL, or FOR ALL EXCEPT for the nominee. Votes that are withheld will not be included in the vote tally for the election of directors. Abstentions will have no effect on the results of this vote. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the election of the directors. As a result, any shares not voted by a customer will be treated as a broker non-vote. These broker non-votes will have no effect on the results of this vote.
Proposal 2: Non-Binding Advisory Vote to Approve the Compensation of Our Named Executive Officers (“Say-on-Pay”)		The affirmative vote of a majority of the votes cast by holders of our Common Stock, either affirmatively or negatively, at a meeting at which a quorum is present, is required to approve this non-binding advisory proposal. Abstentions will have no effect on the results of this vote. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the approval of the non-binding advisory vote to approve the compensation of our named executive officers.
Proposal 3: 2025 Equity Incentive Plan		The affirmative vote of a majority of the votes cast, either affirmatively or negatively, at a meeting at which a quorum is present, is required to approve this proposal. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the approval of the 2025 Equity Incentive Plan. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote. Abstentions will have no effect on the results of this vote.
Proposal 4: Reverse Stock Split		The affirmative vote of a majority of the outstanding shares, at a meeting at which a quorum is present, is required to approve this proposal. Abstentions and broker non-votes are not counted in determining the number of shares voted for or against this proposal. However, abstentions and broker non-votes will be counted as entitled to vote and will, therefore, have the same effect as a vote “against” this proposal.
Proposal 5: Appointment of Independent Registered Public Accounting Firm		The affirmative vote of a majority of the votes cast, either affirmatively or negatively, at a meeting at which quorum is present, is required to ratify the selection of our independent registered public accounting firm. Abstentions will have no effect on the results of this vote. Brokerage firms have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. If a broker does not exercise this authority, such broker non-votes will have no effect on the results of this vote. We are not required to obtain the approval of our stockholders to select our independent registered public accounting firm. However, if our stockholders do not ratify the selection of BPM LLP as our independent registered public accounting firm for 2025, the Audit Committee of our Board will reconsider its selection.
Proposal 6: Adjournment		The affirmative vote of a majority of the votes cast, either affirmatively or negatively, at a meeting at which a quorum is present, is required to approve this Adjournment proposal. Abstentions will have no effect on the results of this vote.

The holders of Series E-1, in aggregate, have [voting power]% of the Evofem combined voting power as of the Record Date. The holders of Series G-1, in aggregate, have [voting power]% of the Evofem combined voting power as of the Record Date. 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, could 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%, 9.99% or 19.99%, as applicable, of the shares of Common Stock outstanding immediately after giving effect to such conversion.

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

The preliminary voting results will be announced at the Annual Meeting, and we will publish preliminary, or final results if available, in a Current Report on Form 8-K within four (4) business days of the Annual Meeting. If final results are unavailable when 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 (4) 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.

What Constitutes a Quorum for the Annual 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 Annual Meeting is necessary to constitute a quorum at the Annual Meeting. Votes of stockholders of record who are present at the Annual 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 Annual Meeting or a majority of the shares so represented may adjourn the Annual Meeting from time to time, whether or not there is such a quorum.

Attending the Annual Meeting

The Annual Meeting will be held at 9:00 a.m., Pacific Time, on [date], at the Company’s headquarters at 12636 High Bluff Drive, Suite 400, San Diego, California 92130. You do not need to attend the Annual Meeting in order to vote.

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

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

The Record Date for stockholders entitled to vote at the Annual Meeting is earlier than the date of the Annual Meeting. If you transfer your shares of Company Common Stock after the Record Date but before the Annual Meeting, you will, unless special arrangements are made, retain your right to vote at the Annual Meeting.

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:

●	If your Company shares are registered in your own name, please contact our transfer agent, Pacific Stock Transfer, Inc., and inform them of your request by calling them at 1-800-785-7782, emailing them at info@pacificstocktransfer.com, or writing them at Pacific Stock Transfer, Inc., 6725 Via Austi Pkwy Suite 300, Las Vegas, NV 89119.
●	If a broker or other nominee holds your Company shares, please contact the broker or other nominee directly and inform them of your request. Be sure to include your name, the name of your brokerage firm and your account number.

Who do I Contact if I have Questions?

If you have any questions or need assistance completing your proxy or voting instruction form, please email ir@evofem.com or call our Investor Relations team at (917) 673-5775. 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.

Corporate Governance Matters

PROPOSAL 1			Election of Directors
	The Board has nominated (i) Kim Kamdar, Ph.D., (ii) Colin Rutherford, (iii) Lisa Rarick, M.D., and (iv) Tony O’Brien each for election at the Annual Meeting. The Board currently consists of eight (8) seats, with five (5) currently filled, and is classified into three classes as follows: Class III is director Saundra Pelletier, with a term expiring at the 2026 annual meeting; Class I directors include Kim Kamdar, Ph.D., Colin Rutherford, and Lisa Rarick, M.D. with terms expiring at the upcoming Annual Meeting; and Class II director Tony O’Brien with a term expiring at the upcoming Annual Meeting. Class III director Saundra Pelletier will serve until the annual meeting of Stockholders to be held in 2026 and until their respective successors have been elected and qualified or until their death, resignation, or removal. Unless authority to vote for this nominee is withheld, the shares represented by the enclosed proxy will be voted FOR the election as directors of (i) Kim Kamdar, Ph.D., (ii) Colin Rutherford, (iii) Lisa Rarick, M.D., and (iv) Tony O’Brien. In the event that a nominee becomes unable or unwilling to serve, the shares represented by the enclosed proxy card will be voted for the election of such other person as the Board may recommend in the nominee’s place. We have no reason to believe that the nominees will be unable or unwilling to serve as a director. The director nominees must be elected by an affirmative vote of a plurality of shares present at the Annual Meeting and entitled to vote on the election of directors.

		Recommendation The Board recommends a vote “FOR” the election of all four nominees as directors, and proxies solicited by the Board will be voted in favor thereof unless a stockholder has indicated otherwise on the proxy.

The Board of Directors

Our Board currently consists of eight seats with three vacancies (two for Class II and one for Class III). Vacancies on the Board may be filled by potential candidates nominated by the Nominating and Corporate Governance Committee of the Board, who may seek out potential candidates that meet the criteria for selection as a Board nominee and have the specific qualities or skills being sought, and one or more of such candidates may be appointed as directors as appropriate and in accordance with the Company’s organizational documents. The vacancies, if filled, will be filled until the end of the class term. Our Board is divided into three classes as set forth below, each serving staggered three-year terms until their respective successors are duly elected and qualified:

•

Our Class I directors are Kim Kamdar, Ph.D., Colin Rutherford, and Lisa Rarick, M.D. and their terms expire at the upcoming Annual Meeting;

•

Our Class II director is Tony O’Brien and his term expires at the upcoming Annual Meeting; and

•

Our Class III director is Saundra Pelletier and her term expires at the annual meeting of stockholders in 2026.

Kim Kamdar, Ph.D., Colin Rutherford, Lisa Rarick, M.D., and Tony O’Brien are being nominated for re-election as directors at this year’s Annual Meeting. Directors are elected by a plurality of the votes cast at the Annual Meeting. The nominees have indicated their willingness to serve if elected, but if any of the nominees should be unable to serve or for good cause will not serve, the shares represented by proxies may be voted for a substitute nominee as the Board may designate, unless a contrary instruction is indicated in the proxy.

There are no familial relationships among our current directors and executive officers.

The following table lists the names, ages as of September 30, 2025, and positions of the individuals who serve as our directors:

	Name and Principal Occupation	Age	Director Since	Board Committees	Other Current Public Directorships
Class I Director Nominees

	Kim Kamdar, Ph.D. \| Independent Managing Partner, Domain Associates, LLC	58	2011	A, C, N	Seraphina Therapeutics, Inc.; Truvian Sciences

	Lisa Rarick, M.D. \| Independent Obstetrician/ Gynecologist and Regulatory Affairs Expert	65	2020	N

	Colin Rutherford \| Independent Current member of the board of Spanish based Biopharma Hifas da Terra SA	66	2015	A	New River REIT, PLC

Class II Director Nominee

	Tony O’Brien \| Independent Former Director General of Ireland’s Health Service Executive	62	2018	A, C	Global Leadership and Governance Solutions Limited

Class III Director

	Saundra Pelletier \| Interim Chair of the Board of Directors President and Chief Executive Officer, Evofem Biosciences, Inc.	56	2013		Windtree Therapeutics, Inc.; IMAC Holdings, Inc.;

A	Audit Committee
C	Compensation Committee
N	Nominating and Corporate Governance Committee
	Committee Chair

Board Demographics

The charts below represent certain demographics of the current composition of our directors.

Nominees for Election as Class I and Class II Directors

We discuss in the Non-employee Directors section below the qualifications, attributes, and skills that led our Board to conclude that each of our directors should serve as a director.


		KEY EXPERIENCE AND QUALIFICATIONS We believe Dr. Kamdar is qualified to serve on our Board based on her extensive experience working and serving on the boards of directors of life sciences companies and her experience working in the venture capital industry.


	CAREER HIGHLIGHTS • Managing Partner of Medical Excellence Capital, LLC (since 2021) • Managing Partner of Domain Associates, LLC, a life sciences venture capital firm (since 2005) • Chair of the board of directors of Seraphina Therapeutics, Inc. and Truvian Sciences • Member of the board of directors of private companies including Alume, Epic Sciences, Epitel, and Pleno Inc. • Member of the board of directors of several public companies including NASDAQ: SERA and NASDAQ: OMIC • Past investments include Ariosa (acquired by Roche), Corthera (acquired by Novartis), BiPar Sciences (acquired by Sanofi-Aventis), and Omniome (acquired by NASDAQ: PACB) • Kauffman Fellow with MPM Capital (MPM) (2003 through 2004) • Research director at Novartis, where she built and led a research team that focused on the biology, genetics and genomics of model organisms (1995 to 2003) • Author of ten papers; the inventor of seven patents • Advisory board member of Dr. Eric Topol’s NIH supported Clinical and Translational Science Award for Scripps Medicine EDUCATION • B.A. from Northwestern University • Ph.D. in Biochemistry and Genetics from Emory University


Kim Kamdar, Ph.D., 58 Independent Director Since: April 2011 (Private Evofem); January 2018 (Evofem Biosciences) Committees: • Audit • Compensation Committee • Nominating and Corporate Governance (Chair)


		KEY EXPERIENCE AND QUALIFICATIONS We believe that Dr. Rarick is qualified to serve as a member of our Board because of her extensive experience in health care/women’s health matters as well as her vast prior experience with regulatory matters and the life sciences industry.


	CAREER HIGHLIGHTS • Obstetrician/gynecologist and regulatory affairs expert with 35 years’ experience in women’s health and 15 years’ experience leading several offices within the U.S. Food and Drug Administration (FDA) • Began her career at the FDA as a Medical Officer, responsible for the management of products indicated for a variety of reproductive health conditions, including oral, transdermal, and vaginal contraceptives (1988) • Director for the Division of Reproductive and Urologic Products (DRUP) at the FDA (1996) • Held several management roles in the Center for Drug Evaluation and Research (CDER), including Deputy Director of the Office of Drug Evaluation 2 and Associate Director in the Office of the Center Director • Focused on HIV prevention, pregnancy prevention, pre- and post-pregnancy care and menopausal therapy in her final year at the FDA in the Office of Women’s Health • Reproductive health and regulatory affairs consultant, helping numerous companies navigate the development of their products from early-stage development through FDA approval • Member of the Scientific Advisory Committee for the National Institute of Child Health and Human Development, Contraceptive Development Branch (since 2004) • Member of the board of directors for Alliance Partners 360 from (2017 to 2019) • Family Planning clinical care provider (2020 to 2023) EDUCATION • B.S. and M.D. from the Loma Linda University School of Medicine • Completed residency training in Obstetrics and Gynecology at Georgetown University



Lisa Rarick, M.D., F.A.C.O.G., 65 Independent Director Since: February 2020 Committees: • Nominating and Corporate Governance


		KEY EXPERIENCE AND QUALIFICATIONS We believe that Mr. Rutherford is qualified to serve as a member of our Board because of his prior experience as a member of Private Evofem’s board of directors and his many years of finance and operations leadership experience in the health care and life sciences industries.


	CAREER HIGHLIGHTS • Former Chairman and CEO of LSE quoted European finance specialist Euro-Sales Plc (with 18 offices across Europe), sold to Royal Bank of Scotland Plc (2000 to 2002) • Former Chairman of SGI Funds, a Guernsey-, Cayman- and Hong Kong-based diversified fund management group (2004 to 2009) • Former Chairman and CEO of the LSE quoted UK fund management group, MAM Funds Plc (2008 to 2011) • Former Member of the board and Audit Committee Chairman of Mitchells & Butlers Plc, the LSE’s largest quoted hospitality group (2013 to 2021) • Former Member of the board and Audit Committee Chairman of the MSE quoted Oil & Gas shipping logistics business, Renaissance Services SAOG, based in Muscat and Dubai (2007 to 2019) • Former Chairman of European Health Care Group before its acquisition by two U.S.-based hedge funds (2012 to 2014) • Current Member of the Board of Meallmore Health Care Group (2014 to Present) • Current Member of the Board of Spanish based Biopharma Hifas da Terra SA, a leader in the field of mycotherapy-related oncology products (2018 to Present) • Current Chairman of Brookgate Limited, a UK property development business backed by Goldman Sachs and Sixth Street (2010 to Present) • Former visiting Professor at Edinburgh University’s Business School EDUCATION • A member of the Scottish Institute of Chartered Accountants, he graduated in Accountancy and Finance from Heriot Watt University in 1980 and qualified with Deloitte (formerly Touche Ross) in 1984. • Harvard Business School Alumni, having attended over a 10-year period and subsequently Chairing the HBS/YPO Presidents leadership seminar for 5 years.


Colin Rutherford, 66 Independent Director Since: November 2015 (Private Evofem); January 2018 (Evofem Biosciences) Committees: • Audit (Chair)


		KEY EXPERIENCE AND QUALIFICATIONS We believe Mr. O’Brien’s extensive experience as an executive and member of the boards of directors for health care and life sciences companies qualifies him to be a member of our Board.


	CAREER HIGHLIGHTS • Director General of Ireland’s Health Service Executive (HSE), an organization responsible for the provision of health and personal social services for the residents of Ireland (2012 to 2018) • Chief Operating Officer of the Department of Health’s Special Delivery Unit and a member of the Department’s Management Board (2011 to 2014) • Director of Clinical Strategy and Programs in the HSE (2011 to 2012) • Chief Executive Officer of the National Treatment Purchase Fund (2011 to 2013) • Chief Advisor to the HSE on the implementation of the National Cancer Control Strategy (2006 to 2010) • Project Director for the National Plan for Radiation Oncology (2005 to 2008) • Chairman of the National Cancer Registry Board (2009 to 2012) • Founding Chief Executive Officer of the National Cancer Screening Service (2007 to 2011) • Director of BreastCheck, CervicalCheck (2002 to 2010) • Associate and Interim Director of the National Cancer Control Programme (2007 to 2011) • Chief Executive of the Irish Family Planning Association (1991 to 2002) • Chief Executive of the UK Family Planning Association (1995 to 1996) • Chartered Director of the Institute of Directors in Ireland • Adjunct Assistant Professor in Health Strategy and Management at Trinity College Dublin OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT • Director and owner of Global Leadership and Governance Solutions Limited, a private limited company organized in the Republic of Ireland EDUCATION • M.Sc. in Management Practice from Trinity College, University of Dublin


Tony O’Brien, 62 Independent Director Since: January 2018 Committees: • Audit • Compensation (Chair)

Continuing Director


		KEY EXPERIENCE AND QUALIFICATIONS Ms. Pelletier’s service as Evofem’s CEO and extensive experience in women’s health care bring Evofem’s Board of Directors invaluable guidance and insight. With more than twenty-five years providing broad executive leadership, including successes in driving multiple, billion-dollar product launches, expanding commercial capabilities in global markets and advocating for women’s health, Ms. Pelletier continues to lead the Board of Directors with a clear focus on continuing Evofem’s successes. Since joining Evofem, Ms. Pelletier has led the Company’s rapid growth and evolution, including its transition to the public market in January 2018; the approval of PHEXX^® (lactic acid, citric acid, and potassium bitartrate), the first and only hormone-free, on-demand prescription contraceptive vaginal gel; the acquisition of SOLOSEC^® (secnidazole) 2 g oral granules, an oral antibiotic approved to treat bacterial vaginosis and trichomoniasis with just one dose; and four consecutive years of net sales growth.






Saundra Pelletier, 56 Chief Executive Officer Director Since: February 2013 (Private Evofem); January 2018 (Evofem Biosciences)

	CAREER HIGHLIGHTS • President and Chief Executive Officer of Evofem Biosciences, Inc. (since January 2018) • President and Chief Executive Officer of Private Evofem (2013 to 2018) • Founding CEO of WomanCare Global (WCG Cares), an international nonprofit organization focused on creating sustainable supply chains that delivered products to women in more than 100 developing countries • Corporate Vice President and Global Franchise Leader for G.D. Searle, where she managed women’s health care business and teams • Presenter and speaker at the Harvard T. H. Chan School of Public Health, the Davos World Economic Forum, the Clinton Global Initiative, the International Conference on Climate Change, the MAKERS Conference, Women Deliver, the International Conference on Family Planning, Reproductive Health Supplies Coalition, the University of Virginia’s Darden School of Business, the National Community Oncology Dispensing Association, Fearless in Pharma, the Women’s Health Innovation Summit, the University of Oregon’s Lundquist School of Business, Husson University and the Rady School of Management at the University of California, San Diego • Independent, non-executive director of Windtree Therapeutics, Inc., (Nasdaq: WINT) serving as Chair of the Compensation Committee and as a member of the Audit Committee • Independent, non-executive director of IMAC Holdings, Inc. (OTCQB: BACK) AWARDS AND RECOGNITION • Honorary Doctor of Business Administration from Husson University (2022, 2020) • Named one of San Diego’s “Top 50 Most Influential Women over 50” by the San Diego Business Journal (2022) • Awarded San Diego Magazine’s Woman of the Year (2021) • Director of the Year Honoree from the San Diego Corporate Directors Forum (2021) • Received the Lifetime Legacy Award from the National Women of Influence (2021) • Girls Inc. San Diego - SHE LEADS Trailblazer Award (2021) • Recognized as a Women of Influence in Life Sciences by the San Diego Business Journal (2021) • MM+M Hall of Femme Honoree (2021) • PharmaVoice 100 Most Inspiring People (2021, 2020) • Business Intelligence Group (BIG) Innovation Award (2021) • Enterprising Women of the Year Honoree (2021) • Recognized as One of the 500 Most Influential People in San Diego by the San Diego Business Journal (2020, 2021) • Inc. Magazine’s Female Founders 100 List (2020) • San Diego Business Journal’s Business Woman of the Year (2019) • Awarded the Athena San Diego Pinnacle Award for Life Sciences • Named a “New Champion for Reproductive Health” by the United Nations Foundation EDUCATION • Bachelor of Science in Business Administration – Husson University • Bachelor of Science in Communications – New England School of Communications

Director Nomination Process and Board Diversity

While we do not have a stand-alone diversity policy, when considering whether to recommend any director nominee, including candidates recommended by stockholders, we believe that the backgrounds and qualifications of the directors, considered as a group, should provide a significant mix of experience, knowledge, and abilities that will allow our Board to fulfill its responsibilities. Evaluation criteria generally include, among other things, an individual’s business experience and skills (including skills in core areas such as operations, management, technology, accounting and finance, strategic planning, and international markets), as well as independence, judgment, knowledge of our business and industry, professional reputation, leadership, integrity, and the ability to represent the best interests of our stockholders. In addition, the Nominating and Corporate Governance Committee will consider the ability to commit sufficient time and attention to the activities of the Board, as well as the absence of any potential conflicts of interest. The Nominating and Corporate Governance Committee does not intend to assign specific weights to particular criteria and no particular criterion is necessarily applicable to the prospective nominee. Our Board will be responsible for selecting candidates for election as directors based on the recommendation of the Nominating and Corporate Governance Committee.

Director Independence

While our Common Stock is currently listed on the OTCID, we have elected to continue to adhere to the more stringent rules of the Nasdaq stock exchange. Under Nasdaq rules, independent directors must comprise a majority of a listed company’s board of directors. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and governance committee be independent. Audit committee and compensation committee members must also satisfy the enhanced independence criteria set forth in Rules 10A-3 and 10C-1 under the Securities Exchange Act of 1934, as amended (the Exchange Act), respectively, and corresponding Nasdaq rules.

Based on information requested from and provided by each director concerning his or her background, employment and affiliations, our Board has determined that each of Dr. Kamdar, Mr. O’Brien, Mr. Rutherford and Dr. Rarick are independent directors within the meaning of applicable Nasdaq rules, and that each member of our audit committee and compensation committee satisfies the enhanced independence requirements of applicable Nasdaq and SEC rules. In making this determination, the current and prior relationships of each non-employee director with our Company and all other facts and circumstances deemed relevant were considered, including their beneficial ownership of our capital stock and any related party relationships involving our Company and any such director, as described in the “Related Person Transactions” section below.

There are no family relationships among any of our current directors and executive officers, and there are no arrangements or understandings between any nominee and any other person pursuant to which such nominee was or is selected as a director or nominee.

Board Meeting Attendance

During the fiscal year ended December 31, 2024, our Board met fifteen (15) times. The Board has adopted a policy under which each member of the Board makes every effort to, but is not required to attend, each annual meeting of our stockholders. All of our directors attended our most recent Annual Meeting, which was held in September 2023.

Average director attendance at fiscal 2024 Board meetings:

	95%	100%
	Board	Audit
Note that the other Board Committees did not meet in 2024.

Board Composition

Evofem provides board diversity disclosure consistent with Nasdaq Rule 5606, including a Board Diversity Matrix setting forth gender and demographic information for directors.

Board Structure and Responsibilities

Board Leadership Structure

Our corporate governance practices do not indicate a particular board structure, and our Board has the flexibility to select its chair and our chief executive officer in the manner that it believes is in the best interests of our stockholders. Accordingly, the positions of Chair and the Chief Executive Officer may be filled by either one individual or two individuals. The Board has elected to separate the positions of Chair and Chief Executive Officer. However, our CEO is currently serving as the interim Chair of the Board until another Chair is appointed and elected by the Board. Mr. Tony O’Brien is currently serving as the Independent Lead Director until an Independent Director is elected as the new Chair of the Board.

Responsibilities of the Chair of our Board

• Leads the CEO succession planning process.

• Facilitates communication with the Board and presides over regularly conducted executive sessions of the independent directors and sessions where the Chief Executive Officer is not present.

• Reviews and approves matters, such as schedule sufficiency, and where appropriate, information provided to other Board members.

• Serves as liaison between Chief Executive Officer and the independent Directors.

• Has authority to call meetings of the independent Directors.

• Leads the Board’s evaluation of the CEO (when the Chair is not filled by Ms. Pelletier).

• Reviews and guides agenda items for Board meetings.

• Encourages effective Director participation by fostering an environment of open dialogue and constructive feedback among independent Directors.

• Is involved in selection and interviewing of new Board members.

• If requested by major stockholders, ensures that he/she is available for consultation and direct communication as needed.

• If required, represents independent Board members externally.

• Performs such other duties as the Board may determine from time to time.

Board Oversight

Oversight of Risk

One of the key functions of our Board is informed oversight of our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight.

Board of Directors
Our Board is responsible for monitoring and assessing strategic risk exposure.
Board Committees
Audit Committee	Nominating Committee	Compensation Committee

Considers our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Also monitors compliance with legal and regulatory requirements as well as related party transactions.	Monitors the effectiveness of our corporate governance practices, including whether they are successful in preventing illegal or improper liability-creating conduct.	Assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Management

Management works with the finance department to identify risks that could affect achievement of business goals and strategy. Our Chief Executive Officer and Chief Financial Officer review and discuss the consolidated risk profile with senior management. Senior management makes the analysis of the risk profile available to the full Board on a quarterly basis.

Oversight of Other Key Areas

Oversight of Cybersecurity

We recognize the importance cybersecurity has to the success of our business. We also recognize the need to continually assess cybersecurity risk and evolve our response in the face of a rapidly and ever-changing environment. Accordingly, we protect our business operations, including customer records and information, against known and evolving cybersecurity threats.

We have established policies and processes for assessing, identifying, and managing material risk from cybersecurity threats, and have integrated these processes into our overall risk management systems and processes. We routinely assess material risks from cybersecurity threats, including any potential unauthorized occurrence on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information residing therein.

We conduct periodic risk assessments to identify cybersecurity threats, as well as assessments in the event of a material change in our business practices that may affect information systems that are vulnerable to such cybersecurity threats. These risk assessments include identification of reasonably foreseeable internal and external risks, the likelihood and potential damage that could result from such risks, and the sufficiency of existing policies, procedures, systems, and safeguards in place to manage such risks. Following these risk assessments, we re-design, implement, and maintain reasonable safeguards to minimize identified risks; reasona

SEC Form PRE 14A filed by Evofem Biosciences Inc.