UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  
FORM 8-A
 
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

 EVOFEM BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware
 
 
 
20-8527075
(State or other jurisdiction
of incorporation)
 
 
 
(IRS Employer
Identification No.)
12400 High Bluff Drive, Suite 600, San Diego, CA 92130
 
92130
(Address of principal executive offices and zip code)
 
(Zip Code)


  Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so regsitered
 
Name of each exchange on which registered
Series A Preferred Stock Purchase Rights
 
The Nasdaq Stock Market LLC
(Nasdaq Capital Market)


If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates:
Not applicable
Securities to be registered pursuant to Section 12(g) of the Act:
None







Item 1.
Description of Registrant’s Securities to be Registered.

On March 24, 2020, Evofem Biosciences, Inc. (the “Company”) entered into a rights agreement (the “Rights Agreement”) with Philadelphia Stock Transfer, Inc., as rights agent. In connection with the adoption of the Rights Agreement and pursuant to its terms, the Company’s Board of Directors (the “Board”) authorized and declared a dividend of one right (each, a “Right”) for each outstanding share of the Company’s common stock, par value $0.0001 per share (“Common Stock”), to stockholders of record at the close of business on April 8, 2020 (the “Record Date”), and authorized the issuance of one Right for each share of Common Stock issued by the Company (except as otherwise provided in the Rights Agreement) between the Record Date and the Distribution Date (as defined below).
Each Right entitles the registered holder, subject to the terms of the Rights Agreement, to purchase from the Company, when exercisable and subject to adjustment, one unit consisting of one one-thousandth of a share (a “Unit”) of Series A Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), at a purchase price of $17.50 per Unit, subject to adjustment. The Rights may have certain anti-takeover effects, as they may cause substantial dilution to any person or group that attempts to acquire the Company or a significant ownership position in the Company without the approval of the Board. As a result, the overall effect of the Rights may be to make it more difficult to complete a merger, tender offer or other business combination or acquisition of the Company or its Common Stock that is not supported by the Board.
In connection with the adoption of the Rights Agreement, the Board approved a Certificate of Designation of the Series A Preferred Stock (the “Certificate of Designation”) setting forth the rights, preferences and limitations of the Preferred Stock. The Company filed the Certificate of Designation with the Secretary of State of the State of Delaware on March 24, 2020.
The terms of the Rights and a description thereof are set forth in the Rights Agreement, which is filed as Exhibit 4.1 to the Current Report on Form 8-K filed by the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on March 25, 2020 and is incorporated into this Item 1 by reference. The rights, preferences and limitations of the Preferred Stock are set forth in the Certificate of Designation, which is filed as Exhibit 3.1 to the Current Report on Form 8-K filed by the Company under the Exchange Act on March 25, 2020 and is incorporated into this Item 1 by reference.
The descriptions of the Rights, the Rights Agreement and the Preferred Stock set forth under Items 1.01 and 5.03 of the Current Report on Form 8-K filed by the Company under the Exchange Act on March 25, 2020 are incorporated herein by reference.
Item 2.
Exhibits.
 





SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
 
EVOFEM BIOSCIENCES, INC.
 
 
 
Date: March 25, 2020
By:
/s/ Justin J. File
 
 
Justin J. File
Chief Financial Officer






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