Evofem Biosciences, Inc. (OTC:EVFM) announced the termination of its Amended and Restated Agreement and Plan of Merger with Aditxt, Inc. after its stockholders did not approve the transaction at a special meeting held on October 20, 2025.
The company delivered a notice of termination to Aditxt, effective October 20, 2025. This action followed the failure to consummate the merger by September 30, 2025, and the lack of shareholder approval, which are grounds for termination under Sections 8.1(b)(ii) and 8.1(b)(iv) of the Merger Agreement, respectively. No consideration was paid in connection with the termination, and all other ancillary agreements related to the merger were concurrently terminated, except for obligations under a non-disclosure agreement.
At the Special Meeting of the Stockholders, held on October 20, 2025, a quorum was present with 100,494,436 votes represented, out of 256,360,511 eligible votes. Proposal 1, which sought approval for the merger with Aditxt, Inc., was not approved. The combined voting power recorded 93,239,872 votes "For" and 7,208,466 votes "Against" the merger. Proposal 2, regarding the authorization to adjourn the meeting if necessary, was approved with 97,435,999 votes "For" and 2,840,322 votes "Against".
Saundra Pelletier, CEO of Evofem Biosciences, stated the company is pivoting to focus on regaining a national listing for its stock and securing capital to accelerate its growth and aim for sustainable positive EBITDA in 2027. Evofem commercializes two FDA-approved sexual health products, PHEXXI and SOLOSEC, and reported its fourth consecutive year of net sales growth in 2024.
