UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 12b-25
 
NOTIFICATION OF LATE FILING
 
Commission File Number: 001-36754
 
(Check one):
☐     Form 10-K 
☐   Form 20-F   
☐    Form 11-K 
 ☒    Form 10-Q  
☐   Form 10-D  
 
☐   Form N-SAR  
☐   Form N-CSR 
   
 
 
For Period Ended: September 30, 2022
 
 
   Transition Report on Form 10-K
 
   Transition Report on Form 20-F
 
   Transition Report on Form 11-K
 
   Transition Report on Form 10-Q
 
   Transition Report on Form N-SAR
  
 For the Transition Period Ended: _________________
 
PART I — REGISTRANT INFORMATION
 
EVOFEM BIOSCIENCES, INC.
(Full Name of Registrant)
 
(Former Name if Applicable)
 
12400 High Bluff Drive, Suite 600
Address of Principal Executive Office
 
San Diego, California 92130
City, State and Zip Code
   
 
PART II — RULES 12b-25(b) AND (c)
 
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
 
 ☒
(a)The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
   
 ☒
(b)The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
   
☐(c)The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
 



PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed)

Evofem Biosciences, Inc. (the “Company”) is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 within the prescribed time period due to a lack of financial resources. The Company currently expects to file its Form 10-Q for the quarter ended September 30, 2022 as soon as practicable, but does not expect it will file within the prescribed time period pursuant to Rule 12b-25.
Special Note Regarding Forward-Looking Statements

This Form 12b-25 includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended that involve risks and uncertainties, including all statements regarding the Company’s expectation that it will file its Form 10-Q for the quarter ended September 30, 2022. Forward looking statements are based on current expectations, but are subject to risks and uncertainties that could cause actual results to differ materially from those indicated, including but not limited to risks and uncertainties related to the Company’s resources. There can be no assurance that these forward-looking statements will be achieved, and actual results could differ materially from those suggested by such forward-looking statements.


PART IV — OTHER INFORMATION
 
(1)Name and telephone number of person to contact in regard to this notification
 
 Justin J. File (858) 550-1900 
 (Name) (Area Code) (Telephone Number) 
 
(2)Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
 
                                                                                                                                                     Yes  ☒    No ☐
  
(3)Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
 
                                                                                                                                                      Yes ☐    No ☐

Evofem Biosciences, Inc.
 (Name of Registrant as Specified in Charter)
 
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: November 14, 2022
By: /s/ Justin J. File
 Justin J. File
 Chief Financial Officer
 
 

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