{"url_path":"/sec/evfm/8-k/2026-07-14/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/1618835/0001493152-26-033184-index.html","accession_number":"0001493152-26-033184","cik":"0001618835","ticker":"EVFM","issuer_name":"Evofem Biosciences, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1618835/0001493152-26-033184-index.html","primary_entity_key":"0001618835","primary_entity_name":"Evofem Biosciences, Inc."},"word_count":636,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement**\n\n \n\n**Securities\nPurchase Agreement**\n\n \n\nOn\nJuly 8, 2026, Evofem Biosciences, Inc., a Delaware corporation (the “Company”) entered into a promissory note\nwith HUB Cyber Security, Ltd., (“HUB”) providing for the sale and issuance of a subordinated note due in\nthe aggregate original principal amount of $706,304 (the “Note”) (the “Offering”).\n\n \n\nThe\nOffering closed on July 8, 2026 (the “Closing Date”) and, as a result, the Company issued a Note in an aggregate\nprincipal amount of $706,304. The principal amount of the Note accrues interest at a rate of 12% per annum, compounded monthly (the\n“Interest Rate”) and will mature after eleven (11) months from July 8, 2026, unless becoming due and payable on an\nearlier date pursuant to the terms of the Note (the “Maturity Date”). In addition, the Note accrues a Monitoring Fee\nof $2,000 per week (the “Monitoring Fee”) commencing on the Note issuance date and continuing until the Note and any\nother amounts due in connection with the Note are paid in full (approximately $94,000 in total if the Note remains outstanding through\nthe Maturity Date), as well as a one-time administration fee of $14,126 (“Administration Fee”). Both the Monitoring\nFee and Administration Fee are accrued and payable on the Maturity Date. The Note may be prepaid in whole or part, at any time without\npremium or penalty. The net proceeds to the Company from the Offering were approximately $706,304.\n\n \n\nThe\nNote will be the subordinate obligations of the Company. The Company will be in default if any amount of principal or other amounts are\nnot paid when due. The Company is required to pay, on the Maturity Date, all outstanding principal, accrued and unpaid interest, the\naccrued Administration Fee, and the accrued Monitoring Fee.\n\n \n\n*Prohibited\nTransactions*\n\n \n\nThe\nNote prohibits the Company from entering specified transactions (including mergers, business combinations and similar transactions)\nor amending its organizational documents unless the Company obtains prior written consent of HUB.\n\n \n\n*Covenants*\n\n \n\nThe\nNote contains a variety of obligations on the Company not to engage in specified activities, which are typical for transactions\nof this type, as well as the following covenants:\n\n \n\n○The\nCompany\nwill not merge or consolidate into another entity\n\n○The\nCompany\nwill not sell or dispose of all or substantially all of our assets\n\n○The\nCompany\nwill not dissolve, wind-up, or liquidate or initiate a bankruptcy proceeding\n\n○The\nCompany\nwill not materially alter the nature of our business operations\n\n○The\nCompany\nwill not make payments to any non-employee shareholder during the occurrence of an Event\nof Default (defined below).\n\n○The\nCompany\nwill notify HUB if we are subject to any judgements or decrees before any court or governmental\nentities or if there are any Events of Default\n\n \n\n \n\n \n\n \n\n*Events\nof Default*\n\n \n\nThe Note contains standard\nand customary events of default including but not limited: (i) incorrect representations or warranties in the promissory note (ii) failure\nto make payments within three (3) days of the due date under the Note; (iii) bankruptcy or insolvency of the Company; (iv) any\ninvoluntary petition is filed against us or any of our subsidiaries under any bankruptcy law, rule, regulation, statute, or ordinance;\n(v) judgements or decrees are entered against us and not resolved within thirty (30) days; and/or (vi) we fail to perform any\ncovenant, agreement, or other term or condition under the Note. The defaults alleged by the Company’s senior noteholder are\nexcluded from being considered an Event of Default under the Note.\n\n \n\nIf\nan event of default occurs, HUB may require us to redeem all or any portion of the Note (including all accrued and unpaid interest\nand other fees thereon), in cash.\n\n \n\nThe\nNote will be governed by, and construed in accordance with, the laws of the State of New York without regard to its conflicts of law\nprinciples."}