Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, D.C. 20549
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SCHEDULE 13D
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(AMENDMENT NO. 7)
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UNDER THE SECURITIES ACT OF 1934
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Evofem Biosciences, Inc.
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(Name of Issuer)
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Common Stock, $0.0001 par value per share
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(Title and Class of Securities)
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30048L104
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(CUSIP Number)
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Robert Leveille
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Invesco Ltd.
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1555 Peachtree Street, N.E., Suite 1800
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Atlanta, Georgia 30309
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Telephone number: (404) 892-0896
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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April 22, 2021
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ◻
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all
exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of
section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes)
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Invesco Ltd.
IRS# 980557567 |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ◻
(b) ◻ |
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
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2(d) ◻
OR
2(e) ◻
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
8,698,775
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
8,698,775
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,698,775(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ◻
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%(2)
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14
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TYPE OF REPORTING PERSON
HC, IA
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(1) Includes presently exercisable warrants to purchase 555,556
shares of the Issuer’s Common Stock.
(2) Based on total outstanding shares of 103,393,874, consisting of
83,124,033 shares as reported by the Issuer in its proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 29, 2021, 19,714,285 shares issued pursuant to a public offering on March 29, 2021 (including
2,571,428 shares issued pursuant to an underwriters' option) and 555,556 shares issuable upon exercise of warrants owned by the Reporting Person.
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This Amendment No. 7 amends and supplements the statement on Schedule 13D originally filed with the Securities and
Exchange Commission on January 18, 2018, as amended by that Amendment No. 1 filed on May 25, 2018, Amendment No. 2 filed on February 12, 2019, Amendment No. 3 filed on April 15, 2019, Amendment No. 4 filed on June 12, 2019, Amendment No. 5 filed on
June 9, 2020 and Amendment No. 6 filed on March 31, 2021. This Amendment No. 7 amends Items 1 and 5, as set forth below.
Item 1. Security and Issuer
This Amendment No. 7 relates to the common stock, par value $0.0001 per share (the “Common Stock”), of Evofem
Biosciences, Inc., a Delaware corporation, formerly known as Neothetics, Inc. (the “Issuer”). The address of the principal executive office of the Issuer is 9171 Towne Centre Drive, Suite 250, San Diego, CA 92122.
Item 5. Interest in Securities of the Issuer
The information set forth in Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following
information thereto:
On April 22, 2021 the Invesco UK Equity High Income Fund (UK) sold 256,455 shares of Common Stock at a price of $1.52
per share and the Invesco UK Equity Income Fund (UK) sold 157,142 shares of Common Stock at a price of $1.52 per share. These transactions were effectuated in the open market through a broker in multiple trades at prices ranging from $1.47 to $1.59;
the prices reported above reflect the weighted average sale price.
On April 23, 2021 the Invesco UK Equity High Income Fund (UK) sold 458,416 shares of Common Stock at a price of $1.50
per share and the Invesco UK Equity Income Fund (UK) sold 280,892 shares of Common Stock at a price of $1.50 per share. These transactions were effectuated in the open market through a broker in multiple trades at prices ranging from $1.43 to $1.53;
the prices reported above reflect the weighted average sale price.
As of the date of this Amendment No. 7, the funds and accounts that owned Common Stock and Warrants and the amounts
held, directly or indirectly, are as follows: Invesco UK Equity High Income Fund (UK) (5,026,717 shares of Common Stock and warrants to purchase 555,556 shares of Common Stock); Invesco UK Equity Income Fund (UK) (3,080,098 shares of Common Stock); UBC
Russell 3000 Index Fund (620 shares of Common Stock); UBC Russell 3000 Index Trust (27,244 shares of Common Stock); Truist International Developed Value Index Trust (427 shares of Common Stock); Truist International Developed Growth Index Trust (7,190
shares of Common Stock); and LongView Broad Market 3000 Index Fund (923 shares of common stock).
Schedule A sets forth all transactions with respect to shares of Common Stock effected since March 31, 2021 by funds and
accounts managed by the Reporting Person and is incorporated herein by reference.
The Reporting Person disclaims beneficial ownership of the securities referred to in this Statement, and the filing of
this Statement will not be construed as an admission that the Reporting Person is, for the purpose of Schedule 13D or 13G of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this Statement.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.
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Dated: April 27, 2021
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INVESCO LTD.
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By:
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/s/ Robert R. Leveille
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Name: Robert R. Leveille
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Title: Global Assurance Officer
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Schedule A
This Schedule sets forth information with respect to each purchase and sale of Common Shares
effectuated by funds and accounts managed by the Reporting Person since the filing of the previous amendment to this Schedule 13D. Except as otherwise noted, all transactions were effectuated in the open market through a broker.
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Trade Date
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Fund
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Buy/Sell
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Shares
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Price Per Share
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4/13/2021
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Truist International Developed Growth Index Trust
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Buy
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2,135
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1.67
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4/22/2021
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Invesco UK Equity High Income Fund (UK)
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Sell
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256,455
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1.52(1)
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4/22/2021
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Invesco UK Equity Income Fund (UK)
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Sell
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157,142
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1.52(1)
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4/23/2021
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Invesco UK Equity High Income Fund (UK)
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Sell
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458,416
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1.50(2)
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4/23/2021
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Invesco UK Equity Income Fund (UK)
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Sell
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280,892
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1.50(2)
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(1) These transactions were effectuated in the open market through a broker in multiple trades at prices ranging from $1.47 to $1.59; the prices reported above reflect the weighted average sale price.
(2) These transactions were effectuated in the open market through a broker
in multiple trades at prices ranging from $1.43to $1.53; the prices reported above reflect the weighted average sale price.