Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

Amendment No. 3 to Merger Agreement

As previously disclosed in that Current on Form 8-K filed by Evofem Biosciences, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") on July 18, 2024, on July 12, 2024 the Company, Aditxt, Inc., a Delaware Corporation ("Aditxt") and Adifem, Inc., a Delaware corporation and wholly-owned subsidiary of Aditxt (the "Merger Sub"), entered into the Amended and Restated Agreement and Plan of Merger (as amended August 20, 2024 and September 6, 2024, the "A&R Merger Agreement"), whereby the Adifem, Inc. was intended to merge with and into the Company with the Company being the surviving company and wholly-owned subsidiary of Aditxt.

On September 6, 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.

Securities Purchase Agreement

As previously reported in that Current Report on Form 8-K dated July 18, 2024, on July 12, 2024, the Company, Aditxt, and the Merger Sub entered into the A&R Merger Agreement.

As part of the consideration for the A&R Merger Agreement, the Company agreed to enter into a Securities Purchase Agreement (the "Purchase Agreement") for a private placement under the Third Parent Equity Investment (the "Private Placement") with Aditxt. The closing of the Private Placement was completed on October 2, 2024 (the "Closing Date").

Pursuant to the Purchase Agreement, Aditxt agreed to purchase an aggregate of 460 shares of the Company's Series F-1 Preferred Stock, par value $0.0001 per share (the "F-1 Preferred") for an aggregate purchase price of $460,000. The powers, preferences, rights, qualifications, limitations and restrictions applicable to the F-1 Preferred Stock are set forth in the F-1 Preferred certificate of designation, as filed with the Commission in that Current Report on Form 8-K dated on December 12, 2023.

The Purchase Agreement contains customary representations and warranties of the Company and Aditxt.

Registration Rights Agreement

In connection with the closing of the Purchase Agreement, 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.

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