FIRE Evofem Bioscences CEO, STOP Rampant Cash Burn, and REJECT Stock Reverse Split
FIRE Evofem Bioscences CEO, STOP Rampant Cash Burn, and REJECT Stock Reverse Split
Why this petition matters
We, the undersigned SHAREHOLDERS of EVOFEM BIOSCIENCES, initiate the present petition in light of our collective duty of company oversight.
Therefore, we affirm:
1. EVOFEM BIOSCIENCES management, specifically CEO Saundra Pelletier and CFO Justin File, have failed in their fiduciary duties to shareholders in the following manner:
2. Since April 2020 EVOFEM BIOSCIENCES management has engaged in actions which have been either ill-advised or intentionally calculated to damage shareholders, leading to severe loss of stock value to the detriment of shareholders. Specifically, management entered into a toxic, $25 million agreement with Baker Brothers Investment, LLC, with a June 30, 2022 maturity date requiring $100 million in sales, which the company should have known it was unable to reach.
3. Despite the fact that the stock price rose to $8 in response to the approval of Phexxi by the FDA, company management initiated a $100,000,000 stock offer at the severely depressed price of $3.50.
4. In September of 2020 CEO Saundra Pelletier timed a large dump of shares to coincide with a key company event in order to further depress stock valued. Specifically, CEO Pelletier placed a large sale of stock (122,500) on or around the day that the company would start marketing their FDA-approved product Phexxi. This ill-advised stock sale raises serious questions on Pelletier’s ability to fully grasp her responsibilities as the CEO of a public company and the implications of her actions on shareholders.
5. The CEO’s actions since that event reveal a wanton disregard towards her duties to shareholders by acting in a manner that depresses stock price and degrades stockholder capital. Either acting in a calculated manner to depress stock price or out of ignorance of her fiduciary duty towards shareholders, CEO dumped 122,500 shares of EVOFEM on or about Sep 11, 2020 leading to a severe stock price rout in anticipation of adverse company conditions. In this, the CEO has severely damaged shareholders’ interests.
6. Further, since product rollout in September 2020, EVOFEM management has failed to properly disclose company financials to shareholders. More specifically, management failed to properly disclose the profit margin on their sales. Company failed to properly disclose that the company was handing out products at a deep, 80% Gross to Net (GTN) discount to the detriment of shareholders since Sep 2020. This information was only disclosed to shareholders during their end of year ER in March 2021 and has led to further loss of shareholder value. In this, the management and Board of Directors have severely damaged shareholders. Moreover, Pelletier has lied and misled investors, at one point using a “hockey stick” in a public presentation to demonstrate what she was seeing in terms of Phexxi sales when she knew this was not the case. Pelletier has repeatedly misled investors that an international agreement to market Phexxi was imminent when she knew this was not the case.
7. EVOFEM BIOSCIENCES management has failed to protect shareholder interests by engaging in irresponsible expenditures of upwards of $35 million dollars a quarter when product sales had not yet reached $1 million dollars a quarter. Said irresponsible expenditures have been made in part on ineffective advertising of their product and exaggerated expenses on personnel, lavish and unjustified expenditures with office space in San Diego, CA, and equally unjustified high salaries – well into the 7 figures – to management and Board of Directors despite the fact that the company is incapable of generating a reasonable profit. In this, the management and Board of Directors have severely damaged shareholders.
8. As a result of unjustified, massive quarterly expenditures, EVOFEM BIOSCIENCES management has failed in their fiduciary duty to shareholders by continuously diluting stock price in the form of depressed offerings, calculated to further damage stock price and shareholders and oblivious to market conditions. In Feb 2021, the stock price reached $5.50, however, management promptly filed a large shelf offer of $150 million dollars and priced its first batch at $1.75, well below the recent market value of the stock. In this, the management and Board of Directors have severely diluted company value and damaged shareholders.
9. On May 17, 2021, EVOFEM BIOSCIENCES management further damaged shareholders by placing a $100 million dollars public offer at $1.75 per share when the stock price was actually $1.28. During the trading hours, the stock price reached $0.79, well below the previous close of $1.28. It is clear that the management has engaged in a pattern of poor decisions that failed to protect shareholder interests and capital. Rather than act responsibly towards company financials, EVOFEM management has used shareholders as nothing more than ATM for their lavish and unjustified expenses while generating paltry sales. Said actions will no doubt lead to further detrimental actions towards shareholders in the form of continuous Reverse Splits and further dilution. By these decisions, the management and Board of Directors have severely damaged shareholders’ interests.
10. On March 18, 2022, in light of a delisting letter sent by NASDAQ, EVOFEM BIOSCIENCES filed a PRE14A asking that shareholders approve a REVERSE SPLIT of stock in order to bring the stock into compliance with the $1 rule on May 4, 2022. Thus, rather than seeking to improve the company’s solvency by cutting its massive cash burn and increasing sales, EVOFEM management now seeks to continue their spending in lavish office space and unnecessary personnel at the expense of shareholders. The decision to Reverse Split is ill-advised and should be rejected by all shareholders concerned with the actions of company management.
11. EVOFEM BIOSCIENCES has engaged in ill-advised and expensive marketing campaigns which have resulted in negligible impact on sales of Phexxi. Rather than investing in an experienced sales force to drive awareness and demand directly through doctors’ offices, the CEO has opted to create two costly and ultimately counterproductive TV campaigns to the detriment of company’s finances and shareholders.
12. In light of detrimental actions by management, the EVOFEM BIOSCIENCES Board of Directors has failed in their fiduciary duty to shareholders by failing to hold management accountable for their mismanagement of company financials in the form of lavish expenditures and failed product rollout since Sep 2020. Moreover, Saundra Pelletier is engaging in a flagrant conflict of interest by acting as the chairwoman of the Board of Directors. Despite the fact that most of the shareholders have voted on May 12, 2021 to lower management salaries, there is no indication that the Board of Directors has taken the will of the shareholders into account and have recommended maintaining or raising the unjustified high salaries for directors while the company is incapable of generating a profit. By these decisions, the management and Board of Directors has severely damaged shareholders.
13. It is the Board of Directors’ primary responsibility to oversee corporate conduct and represent the long term interest of shareholders. Nevertheless, the EVOFEM BIOSCIENCES Board of Directors has failed to fulfill these responsibilities. By acting as a mere rubber-stamp to management’s irresponsible and damaging decisions, the EVOFEM Board of Directors has failed in the fiduciary duties to shareholders. Through their lack of oversight, the Board of Directors has severely damaged the interests of shareholders.
Unless SIGNIFICANT CHANGES are implemented immediately, EVOFEM BIOSCIENCES stockholders stand to be severely diluted.
Therefore, we, shareholders:
1. CONDEMN the irresponsible, ill-advised, and predatory actions taken by EVOFEM management since May 2020 which have led to over 90% loss of value to shareholders.
2. DEMAND that Saundra Pelletier be promptly removed from her position of chairwoman of the Board of Directors.
3. DEMAND that Saundra Pelletier, be fired from her position as CEO.
4. DEMAND that Justin File, be fired from his position as CFO.
5. DEMAND that Amy Raskopf be fired from her position as Investor Relations.
6. DEMAND that the Board of Directors take immediate action to bring the company to solvency in order to protect shareholders.
7. DEMAND that the company drastically cut operational costs and personnel by implementing significant systemic changes to contain rampant and unsustainable cashburn, costly operation, and unnecessary hires. A 95% reduction of operational costs is advised in light of current sales level of the company’s only product, Phexxi.
Therefore, in regards to form PRE14A filed by the company with the SEC which seeks, among other things, the REVERSE SPLIT of EVOFEM stock, we shareholders vote:
1. To elect two directors to serve three-year terms expiring 2025 – "AGAINST”
2. To approve, on a non-binding advisory basis, the compensation of our named executive officers. – ”AGAINST”
3. To amend the Certificate of Incorporation of Evofem Biosciences, Inc. to effect a reverse stock split of common stock at a ratio between 1-for-[x] and1-for-[x] and to reduce the number of authorized shares of common stock from 500,000,000 shares to [____________] shares. – ”AGAINST”
4. To ratify the appointment of Deloitte & Touche LLP as Evofem Biosciences, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2022 – ”FOR”
We further forward this petition to the SEC to perform audit and investigation on the company’s actions and financials. Specifically, the SEC should look into the management’s relationship with SHORTING companies, since their managerial decisions for the part 24 months have created the ideal conditions for an unprecedented boon to shorts while severely depressing shareholders’ capital and interests.
EVOFEM BIOSCENCES Shareholders