EVOFEM BIOSCIENCES, INC. 2023
Notice of Annual Meeting of Stockholders and Proxy Statement
Thursday, September 14, 2023, 8:00 a.m. Pacific Daylight Time
Science with a Soul®
Evofem Biosciences is committed to
commercializing innovative products that
address unmet needs in women's sexual and reproductive health.
____________________
Our Mission
To improve the quality of lives of women worldwide by delivering
innovative solutions that provide them with
more control over their sexual and reproductive health.
We are shattering the hormone glass ceiling with
Phexxi® (lactic acid, citric acid and potassium bitartrate),
the first and only FDA-approved,hormone-free contraceptive vaginal gel.
Letter to Our Stockholders
To My Fellow Stockholders:
In 2022, we more than doubled annual net sales of Phexxi® (lactic acid, citric acid and potassium bitartrate) - the first and only FDA-approved, on demand, hormone-free contraceptive vaginal gel. Our expenses were reduced by 42% in a post-COVID environment, which enabled us to dramatically reduce our net loss, narrowing the gap toward break-even.
Following the unexpected outcome of our Phase 3 EVOGUARD trial, we made very tough decisions. To conserve capital, in November 2022 we discontinued all research and development programs; halted the transfer of Phexxi manufacturing; and reduced our workforce, cutting 45 positions. In March 2023, we took additional steps to better align expenses with anticipated revenue. We eliminated another 11 positions, including the chief commercial officer role. We also reduced salaries for all staff except the sales force, including an aggregate 36% reduction in my annual base salary and a 20% reduction for other members of the executive team.
"A challenge only becomes an obstacle when you bow to it." In the past year, we faced challenges that were consuming, confounding at times, and took most of the air out of the company's sails. Anyone can brave a sea in calm water; the team members who have stayed with the organization are resilient and tenacious. We are united behind our common objectives and worthy mission, and we have the heart, head, and backbone to change women's health forever.
We are focused in 2023 on further improving and increasing Phexxi access and delivering our third consecutive year of Phexxi net revenue growth.
Strong Growth in Phexxi Access
In 2022, the U.S. Department of Health and Human Services, alongside the Departments of Labor and of the Treasury, issued new Guidelines to clarify that under the Affordable Care Act (ACA), insurers and pharmacy benefit managers must provide coverage, with no out-of-pocket costs to the subscriber or dependent, for FDA-approved contraceptive products, like Phexxi, prescribed by healthcare providers. These updated Guidelines took effect on January 1, 2023.
To comply with these Guidelines, payers are increasingly covering Phexxi and removing barriers to access, including:
- Adding Phexxi to formulary (commercial insurers) or preferred drug list (Medicaid)
- Removing the requirement for a Prior Authorization letter (commercial insurers)
- Moving Phexxi to $0 copay (commercial insurers). 19.4 million lives are covered at no out-of-pocket cost (as of July 6, 2023).
Our market access team continues to gain and improve coverage for Phexxi with payers nationwide. We won coverage for 32.5 million lives in 2022 and added another 22.1 million lives in the first half of 2023.
In addition to the dramatic increase in covered lives:
- Our approved claims rate increased from 63% on January 1, 2022 to 79% as of January 1, 2023 and has been 80% or higher since February.
- Phexxi Co-pay Card utilization decreased from 41% on January 1, 2022 to 19% as of January 1, 2023. This directly reflects the improvement in coverage that resulted in lower co-pays, which in turn decreased the need for Phexxi users to utilize a Co-pay Card.
In the June 2023 Executive Order on contraception, the president specifically ordered federal agencies "to consider new guidance to ensure that private health insurance" covers all contraceptives. We expect that this will result in improved financials for Phexxi.
Targeting our Third Consecutive Year of Revenue Growth
Our sales strategy is data driven and focused: we know who our patients are, and we know the providers that serve them. This is where we are putting our sales efforts.
Despite an aggregate 80% reduction in our sales and marketing force, Phexxi generates approximately 2,000 prescriptions weekly with 1,300 committed prescribers. This strengthens our confidence that the team and programs in place today will enable us to deliver our third consecutive year of increased Phexxi sales in 2023.
Today, we are asking you to vote on five proposals, including a proposal to approve an amendment to our Amended and Restated Certificate of Incorporation, that are very important to the future of Evofem.
www.evofem.com 3
We are currently authorized to issue 500,000,000 shares of common stock under our Amended and Restated Certificate of Incorporation. As of August 16, 2023, of the authorized common stock, 4,060,209 shares are issued and outstanding and approximately 394,856,452 shares are reserved for issuance under pending conversions or exercise of convertible notes, rights, warrants and all other derivatives. Given market conditions, the Board of Directors determined, based on the company's goals and various contractual obligations, that it is in the best interests of Evofem and its stockholders to increase the number of shares of common stock we are authorized to issue under our Certificate of Incorporation. Approval of the Increase in Authorized Shares is critically important to Evofem's future.
We are asking for your support to remain a viable force by delivering innovation in women's healthcare and improving choices for women everywhere. To do this, we need your vote at our upcoming Annual Meeting of Stockholders. Please vote promptly online, by phone or by mail, following the instructions on the proxy card or voting instruction form sent to you.
There are moments in time where categories change forever. Our organization continues to address the critical and significant need for non- hormonal birth control. In the U.S., 23 million women will not use hormones because they have suffered from hormonal side effects or are worried about the negative long-term impact of over medicating themselves when they don't have sex every day. Women don't need more choices; they need better ones. It is time for change and Evofem is delivering that change for women.
Sincerely,
Saundra Pelletier
President and Chief Executive Officer
August 29, 2023
4 Evofem Biosciences, Inc. | 2023 Proxy Statement
Notice of Annual Meeting of Stockholders
Date and Time | Location |
September 14, 2023 | 12544 High Bluff Drive, Suite 400 |
8:00 a.m. Pacific Time | San Diego, California 92130 |
Who Can Vote
Record owners of Evofem Biosciences, Inc. common stock and Series E-1 Convertible Preferred Shares at the close of business on August 7, 2023 (the "record date")
Voting Item
Proposal | Board Vote Recommendation | For Further Details |
1. To elect one director to serve a three-year term expiring 2026 | "FOR ALL" of the director nominees | Page 8 |
2. To approve, on a non-binding advisory basis, the compensation of | "FOR" | Page 29 |
our named executive officers | ||
3. To amend the Amended and Restated Certificate of Incorporation | ||
of Evofem Biosciences, Inc. to increase the number of outstanding | "FOR" | Page 54 |
shares of our common stock we are authorized to issue to | ||
3,000,000,000 (the Increase in Authorized Shares). | ||
4. To ratify the appointment of BPM LLP as Evofem Biosciences, | ||
Inc.'s independent registered public accounting firm for the fiscal | "FOR" | Page 56 |
year ending December 31, 2023. | ||
5. To consider and vote upon a proposal to authorize our Board, in | ||
its discretion, to adjourn the Annual Meeting to another place, or a | ||
later date or dates, if necessary or appropriate, to solicit additional | "FOR" | Page 59 |
proxies in favor of the proposals listed above at the time of the | ||
Annual Meeting. |
All stockholders are cordially invited to attend the 2023 Annual Meeting of Stockholders (the "annual meeting"). Whether you plan to attend the Annual Meeting or not, we urge you to read the proxy statement and to vote as quickly as possible to ensure your vote is recorded. You may change or revoke your proxy at any time before it is voted at the meeting.
If your shares are held in "street name," that is, held for your account by a broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted.
A list of stockholders of record will be available at the Annual Meeting and beginning ten days prior to the Annual Meeting at the offices of our outside counsel, Procopio, Cory, Hargreaves & Savitch LLP, at 12544 High Bluff Drive, Suite 400, San Diego, California 92130. Please be aware that while the Company's Executive Address is 7770 Regents Road, Suite 113-618, San Diego, California 92122, the annual meeting will be held at the offices of our outside counsel, Procopio, Cory, Hargreaves & Savitch LLP, at 12544 High Bluff Drive, Suite 400, San Diego, California 92130.
Whether you plan to attend the Annual Meeting or not, it is important that you cast your vote either in person or by proxy.
BY ORDER OF THE BOARD OF DIRECTORS
Ivy Zhang
Secretary
August 29, 2023
www.evofem.com 5
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Evofem Biosciences Inc. published this content on 30 August 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 August 2023 02:16:40 UTC.
