EVFM Evofem Biosciences Inc

At the Special Meeting of Evofem Biosciences, Inc. (the “Company”) held on March 15, 2023 (the “Special Meeting”), the Company’s shareholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”), as amended, to effect a one-time reverse stock split of the Company’s Common Stock, to effectuate a reverse stock split of the outstanding shares of the Company’s common stock by a ratio of not less than 1-for-20 and not more than 1-for-125 at any time on or prior to March 15, 2024, with the exact ratio to be set at a whole number within such range by the Company’s board of directors (the “Board”), at the sole discretion of the Company (the “Reverse Stock Split”). The Company determined it was in the best interest of the Company to effect a reverse split at a ratio of 1-for-125. The Company’s total authorized Common Stock remains unchanged.

On May 2, 2023, the Company filed with the Secretary of State of the State of Delaware the Certificate of Amendment to effectuate the Reverse Stock Split at a ratio of 1-for-125, in accordance with the General Corporation Law of the State of Delaware, effective May 3, 2023. On May 17, 2023, the Company filed with the Secretary of State of the State of Delaware a Certificate of Correction (the “Certificate of Correction”) to change the effective time of the Reverse Stock Split from May 3, 2023 to May 18, 2023. As a result, the Reverse Stock Split will become effective upon the open of trading on the OTC Venture Market on May 18, 2023 (the “Effective Time”). The Company’s Common Stock will trade on the OTC Venture Market under the symbol “EVFMD”, and after twenty (20) business days, the Company’s Common Stock will continue to trade on the OTC Venture Market under the symbol “EVFM.” The new CUSIP number for the common stock following the Reverse Stock Split will be 30048L302.

At the Effective Time, every 125 shares of the Company’s issued and outstanding Common Stock (and such shares held in treasury) will automatically be converted into one share of Common Stock, without any change in the par value per share. In addition, proportionate adjustments will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, stock appreciation rights, convertible notes and warrants to purchase shares of Common Stock, the number of shares issuable upon the vesting of all restricted stock awards, and the number of shares of Common Stock reserved for issuance pursuant to the Company’s equity incentive compensation plans. Any stockholder who would otherwise be entitled to a fractional share of Common Stock created as a result of the Reverse Stock Split shall be entitled to receive a cash payment equal to the product of such resulting fractional interest in one share of Common Stock multiplied by the closing trading price of the Common Stock on the trading day immediately preceding the Effective Time.

The above descriptions of the Certificate of Amendment, the Certificate of Correction, and the Reverse Stock Split is qualified in its entirety by reference to the Certificate of Amendment and Certificate of Correction, copies of which are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.