EVFM 2018 Proxy Statement

27 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS Company Policy Regarding Related Party Transactions Our Audit Committee is responsible for reviewing and approving all transactions in which we are a participant and in which any parties related to us, including our executive officers, directors, beneficial owners of more than 5% of our securities, immediate family members of the foregoing persons, and any other persons whom our board of directors determines may be considered related parties, has or will have a direct or indirect material interest. If advanced approval is not feasible, the Audit Committee has the authority to ratify a related party transaction at the next Audit Committee meeting. For purposes of our Audit Committee charter, a material interest is deemed to be any consideration received by such a party in excess of $120,000 per year. In reviewing and approving such transactions, the Audit Committee shall obtain, or shall direct our management to obtain on its behalf, all information that our committee believes to be relevant and important to a review of the transaction prior to its approval. Following receipt of the necessary information, a discussion shall be held of the relevant factors if deemed to be necessary by our committee prior to approval. If a discussion is not deemed to be necessary, approval may be given by written consent of our committee. This approval authority may also be delegated to the Chairperson of the Audit Committee in respect of any transaction in which the expected amount is less than $500,000. The Audit Committee or its chairperson, as the case may be, shall approve only those related party transactions that are determined to be in, or not inconsistent with, the best interests of us and our stockholders, taking into account all available facts and circumstances as our committee or the Chairperson determines in good faith to be necessary. These facts and circumstances will typically include, but not be limited to, the material terms of the transaction, the nature of the related party’s interest in the transaction, the significance of the transaction to the related party and the nature of our relationship with the related party, the significance of the transaction to us, and whether the transaction would be likely to impair (or create an appearance of impairing) the judgment of a director or executive officer to act in our best interest. No member of the Audit Committee may participate in any review, consideration, or approval of any related party transaction with respect to which the member or any of his or her immediate family members is the related party, except that such member of the Audit Committee will be required to provide all material information concerning the related party transaction to the Audit Committee. Financing and the Merger In connection with the Merger, we issued shares of our common stock to certain investors in Evofem Operations, including funds affiliated with Invesco Ltd., at a purchase price of $12.389355 per share in the Financing. In addition, we issued shares of our common stock and, with respect to funds affiliated with Woodford Investment Management, the Post- Merger Warrants. As of February 28, 2018 and upon the closing of the Merger, the funds affiliated with Invesco Ltd. and the funds affiliated with Woodford Asset Management each beneficially owned more than 10% of our issued and outstanding capital stock. The issuances to funds affiliated with Invesco Ltd. and to funds affiliated with Woodford Asset Management in connection with the Merger and Financing are reflected below: Name Shares of Common Stock Issued in the Financing Shares of Common Stock Issued in Connection with the Merger Warrants to Purchase Shares of Common Stock Issued in Connection with the Merger Omnis Income & Growth Fund a sub-fund of Omnis Portfolio Investments ICVC None. 171,975 50,000 Woodford Patient Capital Trust Plc None. 1,672,611 475,000 CF Woodford Equity Income Fund, a sub fund of CF Woodford Investment Fund None. 5,620,952 1,475,000 Invesco Perp High Income 375,000 3,144,366 None. Invesco Perp Income 1,239,289 2,278,843 None. Post-Merger Voting Agreements On January 17, 2018, the Company entered into Post-Merger Voting Agreements with funds affiliated with Woodford Investment Management, or the Voting Agreement Holders, regarding shares of our common stock then