Evofem Biosciences, Inc. entered into an agreement to acquire Neothetics, Inc. (NasdaqCM:NEOT) in a reverse merger transaction on October 17, 2017. As specified in the agreement, Neothetics agreed to issue 82.89 million shares of Neothetics common stock in the merger to holders of Evofem’s capital stock. Each share of Evofem common stock will be converted into the right to receive approximately 0.1515 pre-split shares of Neothetics common stock, or the common stock exchange ratio, and each share of Evofem Series D Preferred Stock will be converted into the right to receive approximately 515,616.2625 pre-split shares of Neothetics common stock, or the Series D Preferred Stock exchange ratio, subject to adjustment to account for the effect of a reverse stock split of Neothetics common stock in accordance with a ratio to be determined by mutual agreement of Neothetics and Evofem, and approved by the Neothetics Board of Directors, within a range of one share of Neothetics common stock for every 6 to 10 shares of Neothetics common stock (or any number in between), or the Reverse Stock Split, to be implemented prior to the consummation of the merger. Pursuant to the terms of an agreement, each outstanding share of Evofem’s preferred stock (other than shares of Evofem’s Series D preferred stock) will be converted into one share of Evofem common stock, each share of Evofem common stock will be converted into the right to receive shares of the Neothetics common stock, each outstanding shares of Evofem Series D preferred stock will be converted into the right to receive shares of the Neothetics common stock equal to the Series D preferred stock exchange ratio and each outstanding Evofem stock option not previously been exercised will be assumed by the Neothetics. Post completion, Evofem shareholders are expected to own approximately 85.7% of issued and outstanding Neothetics common stock. In a related transaction, Neothetics and Evofem entered into the private placement agreement pursuant to which Neothetics agreed to sell 9.67 million shares of Neothetics common stock. Immediately following the completion the name will be changed from Neothetics, Inc. to Evofem Biosciences, Inc. In connection with the merger, Neothetics will be renamed “Evofem Biosciences, Inc.” and expects to trade on The NASDAQ Capital Market or another national securities exchange under the symbol “EVFM.” In case of termination fee either party will be liable to pay a termination fee of $1.5 million. Pursuant to the agreement, all of the current executive officers of Neothetics will resign immediately prior to the completion of the merger. Pursuant to the agreement, all of the Directors of Neothetics will no longer be members of the Neothetics Board on completion of the transaction. On completion, the Board of Directors will initially consist of the six Directors designated by Evofem and one independent Director designated by Neothetics. Following the merger, the management team of Neothetics is expected to be composed of the management team of Evofem. Saundra Pelletier, President and Chief Executive Officer of Evofem will serve as Chief Executive Officer and Class III Director, Justin J. File, Chief Financial Officer of Evofem will continue as Chief Financial Officer, Kelly Culwell as Chief Medical Officer, Russ Barrans, Chief Commercial Officer of Evofem will continue as Chief Commercial Officer, David R. Friend, Chief Scientific Officer of Evofem will continue as s Chief Scientific Officer, Alexander A. Fitzpatrick, Executive Vice President, General Counsel and Secretary of Evofem as General Counsel and Secretary, Thomas Lynch, Chairman of the board of Evofem as Class III Director, Chairman of the Board, Gillian Greer, William Hall and Tony O’Brien as Class II Director, Kim P. Kamdar, Board of Directors of Neothetics and Colin Rutherford, Board of Directors of Evofem as Class I Director of the merged entity. The transaction is subject to the approval of Neothetics and Evofem shareholder approval, execution of registration rights, resignations of Neothetics’ Directors, consummation of private placement, antitrust approval, listing approval of new shares on stock exchange, conversion of preferred stock, Evofem appointees shall have been duly elected to the Board of Directors of Neothetics, registration statement effectiveness of S-4 and lock-up agreement. The Board of Directors of Neothetics and Evofem unanimously approved the transaction. Neothetics formed a strategic committee, comprised of two independent Directors for the transaction. The transaction is expected to close in January 2018. Michael S. Kagnoff of DLA Piper LLP (US) acted as legal advisor to Neothetics. Adam C. Lenain of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. acted as legal advisor to Evofem Biosciences. Oppenheimer & Co. Inc. acted as financial advisor to Neothetics and RBC Capital Markets LLC acted as financial advisor to Evofem. Kingsdale Shareholder Services acted as information agent for Neothetics. Philadelphia Stock Transfer acted as information agent for Neothetics and will receive a fee of $10,000 for its services. Oppenheimer will receive a fee of $0.5 million for its services. Andrew Levine and Leon Ferera of Jones Day acted as legal advisor to Invesco Asset Management Limited. Andrew Levine, and Leon Ferera of Jones Day acted as Legal Advisor to Evofem Biosciences Evofem Biosciences, Inc. completed the acquisition of Neothetics, Inc. (NasdaqCM:NEOT) in a reverse merger transaction on January 17, 2018. As a result of the closing of the merger and the financing, the former Evofem stockholders own approximately 87% of the outstanding common stock of the merged entity and the former Neothetics stockholders own approximately 13% of the outstanding common stock of the merged entity. The merged company will operate as Evofem Biosciences, Inc. The merged entity will be led by the current Evofem management team. The stock will trade on the Nasdaq Capital Market beginning on Thursday, January 18, 2018 under the ticker symbol “EVFM”. On January 17, 2018, Martha J. Demski, Maxim Gorbachev and Jeffrey Nugent resigned from Neothetics’ Board of Directors. On January 17, 2018, Saundra Pelletier became the Chief Executive Officer, Justin J. File the Chief Financial Officer, Kelly Culwell, M.D. the Chief Medical Officer, Russ Barrans the Chief Commercial Officer and Alexander A. Fitzpatrick the General Counsel and Secretary of the merged entity. On January 17, 2018, majority of the shareholders of Neothetics approved the transaction.