Evofem Biosciences (EVFM) Proxy Filing summary

Executive summary

• Anticipates approval of a merger with Aditxt at a Special Meeting scheduled for September 26, 2025, with strong support from key investors and Series E-1 and G-1 holders.

• Upon approval, Evofem will become a wholly owned subsidiary of Aditxt, forming the core of a women's health program within Aditxt's platform.

• The merger aims to provide access to greater resources and accelerate growth in women's sexual and reproductive healthcare innovation.

• Forward-looking statements highlight confidence in the merger's approval but acknowledge risks and uncertainties regarding closing conditions.

Voting matters and shareholder proposals

• Stockholders will vote on the approval of the merger agreement with Aditxt and Adifem at the Special Meeting.

• Approval requires a majority of the combined voting power of common stock, Series E-1, and G-1, voting as a single class.

• Series E-1 and G-1 holders collectively control 53.71% of the combined voting power.

• Additional conditions include Aditxt raising sufficient capital and other customary closing requirements.

Board of directors and corporate governance

• Support agreements are in place with Series E-1 and G-1 holders to approve the merger.

• The merger will result in Evofem operating as a subsidiary under Aditxt's governance structure.