Proposal 1 — Election of Directors

InYour most current vote, whether by telephone, Internet or proxy card is the election of directors, directors are elected by a plurality of the votes, which meansone that the director nominees receiving the highest number of “FOR” votes will be elected. Abstentions and broker non-votescounted.

What if I Receive More Than One Notice or Proxy Card?

You may receive more than one Notice or proxy card if you hold shares of our common stock in more than one account, which may be in registered form or held in street name. Please vote in the manner described above under “How Do I Vote?” for each account to ensure that all of your shares are voted.

Will My Shares be Voted if I Do Not Vote?

If your shares are registered in your name or if you have stock certificates, they will not be counted if you do not vote as votes cast,described above under “How Do I Vote?” If your shares are held in street name and therefore,you do not provide voting instructions to the bank, broker or other nominee that holds your shares as described above, the bank, broker or other nominee that holds your shares does not have the authority to vote your unvoted shares on certain of the proposals set forth in this proxy statement without receiving instructions from you. Therefore, we encourage you to provide voting instructions to your bank, broker or other nominee. This ensures your shares will have no effectbe voted at the Annual Meeting. A “brokernon-vote” will occur if your broker cannot vote your shares on a particular matter because it has not received instructions from you.

What Vote is Required to Approve Each Proposal and How are Votes Counted?

		our independent registered public accounting firm for 2018, the Audit Committee of our Board of Directors will reconsider its selection.

Where Can I Find the electionVoting Results of directors.

Proposal 2 —Ratification of Appointment of Ernst & Young LLPthe Annual Meeting?

The proposalpreliminary voting results will be announced at the Annual Meeting, and we will publish preliminary, or final results if available, in a Current Report on Form8-K within four business days of the Annual Meeting. If final results are unavailable at the time we file the Form8-K, then we will file an amended report on Form8-K to ratifydisclose the appointmentfinal voting results within four business days after the final voting results are known.

What Are the Costs of Ernst & Young LLP requiresSoliciting these Proxies?

We will pay all of the affirmative votecosts of soliciting these proxies. Our directors and employees may solicit proxies in person or by telephone, fax or email. We will pay these employees and directors no additional compensation for these services. We will ask banks, brokers and other institutions, nominees and fiduciaries to forward these proxy materials to their principals and to obtain authority to execute proxies. We will then reimburse them for their expenses.

What Constitutes a Quorum for the Annual Meeting?

The presence, in person or by proxy, of the holders of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on such proposal. Abstentions are considered present and entitled to vote with respect to this proposal and will, therefore, be treated as votes against this proposal. Broker non-votes with respect to this proposal will not be considered as present and entitled to vote on the proposal, which will therefore reduce the numbervoting power of affirmative votes needed to approve this proposal.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE:

A majority of theall outstanding shares of our common stock entitled to vote at the Annual Meeting must be present in person or by proxy in order for thereis necessary to beconstitute a quorum at the Annual Meeting. Both broker non-votes (discussed in Question 7) andVotes of stockholders of record who are present at the Annual Meeting in person or by proxy, abstentions, and who abstain from voting, including brokers holding customers’ shares of record who cause abstentions to be recorded at the Annual Meeting, will be included in the number of stockholders present at the Annual Meetingbrokernon-votes are counted for purposes of determining whether a quorum is present.exists.

The Annual Meeting will be held at 8:00 a.m., Pacific Standard Time, on Tuesday, May 8, 2018, at the San Diego Marriott Del Mar located at 11966 El Camino Real, San Diego, California 92130. You need not attend the Annual Meeting in order to vote.

Why do you discuss a merger and a financing in this Proxy Statement?

On January 17, 2018, the Company will pay alland privately-held Evofem Biosciences Operations, Inc., or Evofem Operations, completed the merger and reorganization, or the Merger, in accordance with the terms of the costsAgreement and Plan of soliciting proxies. In addition to solicitationMerger and Reorganization, dated October 17, 2017, or the Merger Agreement, by mail, officers, directors and employeesamong the Company, Evofem Operations and Nobelli Merger Sub, Inc., a wholly owned subsidiary of the Company, may solicit proxies personally or by telephone, without receiving additional compensation. The Company, if requested, will also pay brokersMerger Sub, whereby Merger Sub merged with and other fiduciaries that hold sharesinto Evofem Operations, with Evofem Operations surviving as a wholly owned subsidiary of common stock for beneficial owners for their reasonable out-of-pocket expenses of forwarding these materials to stockholders. Although the Company has not yet done so, it may retain a firm to assist in the solicitation of proxiesCompany.

On January 17, 2018, in connection with the Annual Meeting. TheMerger, the Company would pay such firm, if any, customary fees, expectedfiled a certificate of amendment to its amended and restated certificate of incorporation to effect asix-for-one reverse stock split of its common stock, or the Reverse Split, to cause the Company not to be no more than $10,000 plus related expenses.

governed by Section 203 of the Delaware General Corporation Law, or the DGCL, and to change its name from “Neothetics, Inc.” to “Evofem Biosciences, Inc.” The name change and the Reverse Split were both effected on January 17, 2018. Shares of the Company’s common stock commenced trading on The Nasdaq Capital Market under the new name and ticker symbol “EVFM” as of market open on January 18, 2018.Unless otherwise noted, all references to share amounts in this proxy statement, including references to shares or options issued in connection with the Merger and the Financing (as defined below), reflect the Reverse Split.

On January 17, 2018, immediately following the completion of the Merger, the Company issued, in a private placement transaction, or the Financing, an aggregate of 1,614,289 shares of its common stock to certain accredited investors for an aggregate purchase price of $20 million pursuant to the terms of the Securities Purchase Agreement, dated October 17, 2017, by and among the Company, Evofem Operations and certain accredited investors, or the Securities Purchase Agreement. Upon consummation of the Financing, the Company terminated its existing Fourth Amended and Restated Investors’ Rights Agreement, dated September 22, 2014, by and between the Company and the investors listed therein, or the Existing Investors, and entered into a registration rights agreement with the accredited investors participating in the Financing and certain previous investors of Evofem Operations and the Company, or the Registration Rights Agreement, pursuant to which the

Company is, not aware, as of the date hereof, of any mattersamong other things, obligated to be presented forfile a vote at the Annual Meeting other than those stated in this Proxy Statement. If any other matters are properly brought before the Annual Meeting, the persons named as proxy holders (Susan A. Knudson) will have the discretionary authority to vote the shares represented by the proxy card on those matters. If for any reason the nominee is not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board.

We intend to announce the preliminary voting results at the Annual Meeting and will publish the final results in a current report on Form 8-K, which we expect to fileregistration statement with the SEC within four business60 days following completion of the Annual Meeting. IfMerger. The shares of Company common stock issued in the final voting results are unavailable in time to file a current report on Form 8-K withFinancing were exempt from registration under Section 4(a)(2) under the SEC within four business days afterSecurities Act of 1933, as amended, or the Annual Meeting, we intend to file a Form 8-K to discloseSecurities Act, and the preliminary results and, within four business days afterrules promulgated thereunder.

Following the final results are known, we will file an additional current report on Form 8-K with the SEC to disclose the final voting results.

The Company’s bylaws (“Bylaws”) state the procedures for a stockholder to bring a stockholder proposal or nominate an individual to serve as a directorcompletion of the Board. The Bylaws provide that advance noticeReverse Split, the Merger and the Financing, there were approximately 17,757,167 shares of a stockholder’s proposal or nomination of an individual to serve as a director must be delivered to our Corporate Secretary at the Company’s principal executive offices not earlier thancommon stock outstanding. The former Evofem Operations stockholders owned approximately 87% of the one hundred twentieth (120th) day, nor later thanissued and outstanding common stock of the close of business onCompany, or 15,448,737 shares, and the ninetieth (90th) day,Company’s stockholders immediately prior to the anniversaryMerger and Financing, whose shares of the previous year’s annual meeting of stockholders. However,Company’s common stock remained outstanding after the Bylaws also provide that in the event that the dateMerger and Financing, owned approximately 13% of the annual meeting is advanced by more than thirty (30) days, or delayed by more than seventy (70) days, from the anniversary dateissued and outstanding common stock of the preceding year’sCompany, or 2,308,430 shares.

Householding of Annual Disclosure Documents

SEC rules concerning the delivery of annual meeting, notice must be received not earlier than the one hundred twentieth (120th) day priordisclosure documents allow us or your broker to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meetingsend a single Notice or, if the first public announcementapplicable, a single set of the date of such annual meeting is less than one-hundred (100) days prior to the date of such annual meeting, the tenth (10th) day following the day on which the public announcement of the date of such meeting is first made.

In addition to meeting the advance notice provisions mentioned above, the stockholder in its notice must provide the information required by our Bylaws to bring a stockholder proposal or nominate an individual to serve as a director of the Board.

A copy of the full text of the provisions of our Bylaws dealing with stockholder nominations and proposals is available to stockholders from our Corporate Secretary upon written request.

Stockholders interested in submitting a proposal for consideration at our 2017 Annual Meeting must do so by sending such proposal to our Corporate Secretary at 9171 Towne Centre Drive, Suite 270, San Diego, CA 92122, Attention: Corporate Secretary. Under the SEC’s proxy rules, the deadline for submission of proposals to be included in our proxy materials forto any household at which two or more of our stockholders reside, if we or your broker believe that the 2017 Annual Meeting is December 30, 2016. Accordingly,stockholders are members of the same family. This practice, referred to as “householding,” benefits both you and us. It reduces the volume of duplicate information received at your household and helps to reduce our expenses. The rule applies to our Notices, annual reports, proxy statements and information statements. Once you receive notice from your broker or from us that communications to your address will be “householded,” the practice will continue until you are otherwise notified or until you revoke your consent to the practice. Stockholders who participate in order forhouseholding will continue to have access to and utilize separate proxy voting instructions.

If your household received a single Notice or, if applicable, a single set of proxy materials this year, but you would prefer to receive your own copy, please contact our transfer agent, Philadelphia Stock Transfer, Inc., by calling their toll free number,1-866-223-0448.

If you do not wish to participate in householding and would like to receive your own Notice or, if applicable, set of the Company’s proxy materials in future years, follow the instructions described below. Conversely, if you share an address with another Company stockholder proposaland together both of you would like to receive only a single Notice or, if applicable, set of proxy materials, follow these instructions:

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the ownership of our common stock as of February 28, 2018, by (i) those persons who are known to us to be considered for inclusion in our proxy materials for the 2017 Annual Meeting, any such stockholder proposal must be received by our Corporate Secretary on or before December 30, 2016, and comply with the procedures and requirements set forth in Rule 14a-8 under the Securities Exchange Actbeneficial owner(s) of 1934, as amended (the “Exchange Act”), as well as the applicable requirementsmore than five percent of our Bylaws. Any stockholder proposal received after December 30, 2016 will be considered untimely,common stock, (ii) each of our directors and will not be included innamed executive officers and (iii) all of our proxy materials. In addition, stockholders interested in submittingdirectors and named executive officers as a proposal outsidegroup.

The number of Rule 14a-8 must submit the proposal in writing to our Corporate Secretary no earlier than February 16, 2017 and no later than March 18, 2017,shares beneficially owned by each entity, person, director or executive officer is determined in accordance with the specific procedural requirements contained in our Bylaws. If you would like a copy of these procedures, please contact our Corporate Secretary as provided above, or access our Bylaws on our web site at www.neothetics.com. Failure to comply with our Bylaw procedures and deadlines may preclude presentationrules of the matter atSEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership generally includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire within 60 days of February 28, 2018, through the exercise of stock options, warrants or other rights. Unless otherwise indicated in the footnotes to this table, we believe that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned.

Management Limited may be deemed to be the beneficial owner of an aggregate amount of 7,465,538 shares of common stock, consisting of the shares held by WEIF, OIGF and WPCT, as described above.

(3)	Includes 3,850 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of February 28, 2018.

(4)

Consists of (1) 515,273 shares of common stock owned by Domain Partners VII, L.P., (2) 8,004 shares of common stock owned by DP VII Associates, L.P, (3) 655 shares of common stock owned by Domain Associates, LLC and, with respect to Dr. Kamdar, options to purchase (4) 27,628 shares currently exercisable or exercisable within 60 days of February 28, 2018. One Palmer Square Associates VII, LLC, or One Palmer Square, is the general partner of Domain Partners VII and DP VII Associates. Dr. Kamdar is a member of One Palmer Square. The managing members of One Palmer Square are James Blair, Jesse Treu, Brian Dovey, Brian Halak and Nicole Vitullo. Each of James Blair, Jesse Treu, Brian Dovey, Brian Halak and Nicole Vitullo share voting and investment power with respect to the securities held by Domain Partners VII and DP VII Associates. The managing members of Domain Associates are James Blair, Brian Dovey, Nicole Vitullo, Brian Halak and Dr. Kamdar. Each of James Blair, Brian Dovey, Nicole Vitullo, and Brian Halak share voting and investment power with respect to the securities held by Domain Associates. Each of James Blair, Jesse Treu, Brian Dovey, Brian Halak and Nicole Vitullo disclaims beneficial ownership of the securities held by Domain Partners VII and DP VII Associates except to the extent of his or her pecuniary interest therein, if any. Each of James Blair, Brian Dovey, Nicole Vitullo, Brian Halak, and Dr. Kamdar disclaims beneficial ownership of the securities held by Domain Associates except to the extent of his or her pecuniary interest therein, if any. Dr. Kamdar is a member of our board of directors.

(5)	Includes 770 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of February 28, 2018.

(6)	Includes 34,215 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of February 28, 2018.

(7)	Includes 12,338 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of February 28, 2018.

(8)	Includes 4,962 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of February 28, 2018.

(9)

Includes (1) 515,273 shares of common stock owned by Domain Partners VII, L.P., but deemed to be beneficially owned by Dr. Kamdar, (2) 8,004 shares of common stock owned by DP VII Associates, L.P, but deemed to be beneficially owned by Dr. Kamdar, (3) 655 shares of common stock owned by Domain Associates, LLC, but deemed to be beneficially owned by Dr. Kamdar. Dr. Kamdar has a pecuniary interest in the securities held by Domain Associates as described in note 4, (ii) 86,756 shares of common stock that may be acquired by our current executive officers and directors pursuant to the exercise of stock options within 60 days of February 28, 2018.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under Section 16(a) of the Exchange Act of 1933, or the Exchange Act, and SEC rules, the Company’s directors, executive officers and beneficial owners of more than 10% of any class of equity security are required to file periodic reports of their ownership, and changes in that ownership, with the SEC. Based solely on its review of copies of reports provided to the Company pursuant toRule 16a-3(e) of the Exchange Act and representations of such reporting persons, the Company believes that during fiscal year 2017, Annual Meeting.such SEC filing requirements were satisfied.

BOARD OF DIRECTORS INFORMATIONMANAGEMENT AND CORPORATE GOVERNANCE

The Board of Directors

Our Board currently consists of fourseven members with no vacancy.vacancies. Vacancies on the Board may be filled by potential candidates nominated by the Nominating and Corporate Governance Committee of the Board, who may seek out potential candidates that meet the criteria for selection as a Board nominee and have the specific qualities or skills being sought, and one or more of such candidates may be appointed as directors as appropriate and in accordance with the Company’s organizational documents. Our Board is divided into three classes as set forth below each serving staggered three-year terms until their respective successors are duly elected and qualified:

Martha J. Demski is

Kim P. Kamdar, Ph.D. and Colin Rutherford are being nominated forre-election as a directordirectors at this year’s Annual Meeting. Directors are elected by a plurality of the votes cast at the Annual Meeting, which means that the director nominee receiving the highest number of “FOR” votes will be elected as a Class II director.annual meeting. The nominee hasnominees have indicated hertheir willingness to serve if elected, but if sheeither or both nominees should be unable to serve or for good cause will not serve, the shares represented by proxies may be voted for a substitute nominee as the Board may designate, unless a contrary instruction is indicated in the proxy.

The following sets forth information regarding members of our Board, including the director nominee for election at the Annual Meeting, related to their business experience and service on other boards of directors. In addition, weWe discuss below the qualifications, attributes and skills that led our Board to conclude that each of our directors should serve as a director. While we do not have a stand-alone diversity policy, in considering whether to recommend any director nominee, including candidates recommended by stockholders, we believe that the backgrounds and qualifications of the directors, considered as a group, should provide a significant mix of experience, knowledge and abilities that will allow our Board of Directors to fulfill its responsibilities. As set forth in our corporate governance guidelines, theseEvaluation criteria generally include, among other things, an individual’s business experience and skills (including skills in core areas such as operations, management, technology, accounting and finance, strategic planning and international markets), as well as independence, judgment, knowledge of our business and industry, professional reputation, leadership, integrity and the ability to represent the best interests of our stockholders. In addition, the Nominating and Corporate Governance Committee will also consider the ability to commit sufficient time and attention to the activities of the Board, of Directors, as well as the absence of any potential conflicts with our interests. The Nominating and Corporate Governance Committee does not intend to assign specific weights to particular criteria and no particular criterion is necessarily applicable to the prospective nominee. Our Board will be responsible for selecting candidates for election as directors based on the recommendation of the Nominating and Corporate Governance Committee.

The following sets forth informationtable lists the names, ages as of February 28, 2018 and positions of the date of this proxy statement for each nominee and director whose term of office continues after the annual meeting.individuals who serve as our directors:

We believe that our current Board includes individuals with a strong background in executive leadership and management, accounting and finance, and industry knowledge. In addition, each of our directors has a strong professional reputation and has shown a dedication to their profession and community. We also believe that our directors’ diversity of backgrounds and experiences results in different perspectives, ideas and viewpoints, which make our Board more effective in carrying out its duties. We believe that our directors hold themselves to the highest standards of integrity and that they are committed to representing the long-term interests of our stockholders.

Nominees for Election as Class I Directors Continuing in Office until the Company’s 2018 Annual Meeting of StockholdersDirectors:

Jeffrey M. Nugent. Mr. Nugent, age 69, has served as a director of the Company since September 2015. Since November 2015, Mr. Nugent has served as Chairman and Chief Executive Officer of Sientra. Mr. Nugent had served as a director to Sientra since July 2014. Mr. Nugent previously served as Interim Chief Executive Officer of Biolase, Inc. from June 2014 until July, 2015. Prior to that, from December 2010 until February 2014, Mr. Nugent was Founder, President and Chief Executive Officer of Precision Dermatology, Inc., a multi-channel skin care company which was acquired by Valeant Pharmaceuticals in February 2014. From 1999 to 2002, he served as the President and Chief Executive Officer of Revlon, Inc. and as Worldwide President and Chief Executive Officer of Neutrogena Corporation from 1995 to 1999. Mr. Nugent currently serves as a director of Biolase, Inc. and has previously served as a director of Precision Dermatology, Inc., Myoscience, Inc. and Merz Aesthetics, Inc. Mr. Nugent holds a B.S. in mathematics from St. Joseph's College and earned his M.B.A. in finance and marketing from Loyola University in Chicago. He served as an Artillery Officer in the United States Army. We believe that Mr. Nugent’s valuable business and management experience as the Chief Executive Officer and director of several companies in the medical device and aesthetics industries qualifies him to serve on our Board of Directors.

Maxim Gorbachev. Mr. Gorbachev, age 40,Kim P. Kamdar, Ph.D.Dr. Kamdar has served as a member of our Board of Directors since July 2014. Mr. Gorbachev is a partner at RMI Partners, LLC, or RMI Partners, the management company of RusnanoMedInvest, LLC, or RMI LLC, a Russian-based life sciences venture capital firm, founded by RUSNANO State Corporation, which he joined in March 2013. Prior to joining RMI Partners, from September 2012 to March 2013, Mr. Gorbachev served as Associate Director, Business Planning at JSC Sukhoi Civil Aircraft, an aerospace company. Prior to joining JSC Sukhoi Civil Aircraft, from March 2012 to September 2012, Mr. Gorbachev acted as a consultant to various companies. From July 2009 to February 2012, Mr. Gorbachev served as Director of Finance and Administration at UCB Pharma LLC, a pharmaceuticals company. Prior to joining UCB Pharma, Mr. Gorbachev served as Investment Manager at Sminex, a Moscow-based private equity fund. Mr. Gorbachev currently serves on the boards of several of RMI LLC’s portfolio companies, including Miramar Labs, Atlas Genetics and Celtaxsys. Mr. Gorbachev earned a M.S. in applied mathematics from Lomonosov Moscow State University, a M.S. in Financial Management from Financial University under the Government of the Russian Federation and an M.B.A. from Vlerick Business School. We believe Mr. Gorbachev’s extensive experience in a wide range of industries, strong healthcare exposure as a partner of a leading Russian life sciences venture capital firm, as well as his service on the Board of Directors for a number of healthcare companies, qualifies him to serve on our Board of Directors.

Nominee for Election as Class II Director for a term expiring at the Company’s 2019 Annual Meeting of Stockholders

Martha J. Demski. Ms. Demski, age 63, has served as a member of our Board of Directors since July 2014. Since August 2011, Ms. Demski has served as Senior Vice President and Chief Financial Officer of Ajinomoto Althea, Inc. (formerly Althea Technologies, Inc.), a fully-integrated contract development and manufacturing organization.  From July 2008 to December 2010, Ms. Demski served as the Interim Chief Operating Officer and Chief Financial Officer of the Sidney Kimmel Cancer Center, or SKCC, a non-profit corporation that was engaged in biomedical research which voluntarily filed for Chapter 11 bankruptcy in 2009. Ms. Demski currently serves on the Board of Directors and chairs the audit committee of Adamas Pharmaceuticals, Inc., a publicly traded biotech company.  Ms. Demski also serves as a member of the board, chair of the audit committee and member of the nominating and governance committee of Chimerix, Inc., a publicly traded biotech company.  Additionally, Ms. Demski previously served as Vice President and Chief Financial Officer of Vical Incorporated, a biopharmaceutical company, and has over 13 years of banking experience with Bank of America and U.S. Trust. She is a National Association of Corporate Directors Board Governance Fellow. Ms. Demski earned a B.A. from Michigan State University and M.B.A. from The University of Chicago Booth School of Business with concentrations in accounting and finance. We believe that Ms. Demski’s more than 30 years’ experience in the fields of finance and biotechnology as well as her experience in conducting financing transactions qualifies her to serve on our Board of Directors.

Class III Director Continuing in Office until the Company’s 2017 Annual Meeting of Stockholders

Kim P. Kamdar, Ph.D. Dr. Kamdar, age 48, has served as a member of our Board of Directors since April 2011. Dr. Kamdar is a managing memberManaging Member of Domain Associates, LLC, a life sciences venture capital firm, which she joined in 2005. Prior to joining Domain,

Dr. Kamdar served asis currently Chair of the board of directors of Obalon (Nasdaq: OBLN). She also serves on the board of directors of several private companies including Epic Sciences, Omniome, ROX Medical, Sera

Prognostics and Singular Genomics. Dr. Kamdar is founder and Chairman of the board of directors, and was formerly acting CEO of Truvian Sciences, a consumer-focused health and wellness company. Past investments include Ariosa (acquired by Roche), Corthera (acquired by Novartis), BiPar Sciences (acquired by Sanofi-Aventis) and Achaogen (Nasdaq: AKAO).

Formerly, Dr. Kamdar was a Kauffman Fellow with MPM Capital. Prior to joining MPM, Capital, she was a research director at Novartis, where she built and led a research team that focused on the biology, genetics and genomics of model organisms to uncover small molecules that modulated signaling pathway networks.organisms. Dr. Kamdar is a founderthe author of Aryzun Pharmaceuticals, a biotech company utilizing protein-protein interaction mapping for small molecule discovery with an initial focusten papers as well as the inventor on anti-infectives and oncology. Dr. Kamdar currently serves on the Board of Directors of several private and public companies, including Epic Sciences, Inc., Obalon Therapeutics, Omniome, Inc., ROX Medical, SalveoDx, Sera Prognostics, Syndax Pharmaceuticals and Tragara Pharmaceuticals. Dr. Kamdarseven patents. She received her B.A. in genetics and cell biology from Northwestern University and her Ph.D. in biochemistry and genetics from Emory University. Dr. Kamdar serves as an advisory board member of Dr. Eric Topol’s NIH supported Clinical and Translational Science Award for Scripps Medicine and is also on thenon-profit board for Access Youth Academy, an organization that is transforming the lives of underserved youth through academic enrichment, health and wellness, social responsibility and leadership through squash. We believe Dr. Kamdar is qualified to serve on our Board of Directors based on her extensive experience working and serving on the boards of directors of life sciences companies and her experience working in the venture capital industry.

Colin RutherfordMr. Rutherford has served as a member of our Board since January 2018 and served as a member of the board of Evofem Operations from November 2015 until January 2018. He currently serves as the audit committee chairman of Mitchells & Butlers’ Plc., and Renaissance Services SAOG. Mr. Rutherford is also serving as the Chairman of Brookgate, Limited, TPG and Teachers Media Group Plc. Prior to this, Mr. Rutherford worked for European Healthcare Group asNon-Executive Chairman from 2012 to 2014 until its acquisition by two hedge funds. From 2008 to 2011, Mr. Rutherford also worked as Chief Executive Officer and Chairman to restructure MAM Funds Plc that had significant debt. From 2003 to 2006, Mr. Rutherford was Chairman and oversaw the restructuring of Noble House Group Limited which was sold in 2006. In 2002, as Chairman and Chief Executive Officer, he led the restructuring and sale of Euro-Sales Plc. with 18 offices across Europe. While a director of Evofem Operations, Mr. Rutherford was Chair of its audit committee and a member of its remuneration committee. Mr. Rutherford graduated in Accountancy and Finance from Heriot Watt University and qualified as a chartered accountant with Touche Ross in 1984. Mr. Rutherford is a Harvard Business School Alumni. We believe that Mr. Rutherford is qualified to serve as a member of our Board of Directors because of his prior experience as a member of Evofem Operations’ board of directors and his many years of finance and operations leadership experience in the healthcare and life sciences industries.

Continuing Directors

Saundra PelletierSaundra Pelletier has served as Evofem Operations’ President and CEO since February 2013 and has served as our President and Chief Executive Officer since January 2018. From 2009 to 2016, Ms. Pelletier was the founding Chief Executive Officer of WomenCare Global International, or WCGI, an internationalnon-profit organization focused on empowering, educating and enabling women and girls to make informed choices about their health. Under her leadership, WCGI secured approximately $68 million in committed funding from major foundations and governmental organizations, and launched an innovative U.S. educational campaign with American actress/activist Jessica Biel. Since November 2017, Ms. Pelletier has served as the Chair of the board of WCG Cares, anon-profit California corporation whose primary purpose is to directly engage in and/or fund the development and implementation of programs that promote reproductive health, education, research and increased access to high-quality, innovative and affordable reproductive healthcare and healthcare products around the world. Ms. Pelletier also served as WCG Cares’ Chief Executive Officer and President from 2013 until November 2017. From 2005 to 2009, Ms. Pelletier was founder and Chief Executive Officer of Saundra Pelletier International, where she served as a management consultant, executive coach, entrepreneur, author and keynote speaker. From 2000 until 2004, Ms. Pelletier served as Vice President, Pharmaceuticals at Women First Healthcare, a specialty healthcare company dedicated to improving the health of women inmid-life, and from 1992 until 2000 she was Global Franchise Leader (Vice President), with G.D. Searle, developer of the first female birth control pill and now a wholly owned trademark of Pfizer. In her capacity as a corporate vice president and global franchise leader, Ms. Pelletier managed a $250 million business unit, reorganized companies from the ground up, raised $40 million in capital, managed worldwide partnerships, negotiated cost saving licensing agreements, assessed country infrastructures, developed commercialization plans and hired full scale teams, including contract sales forces, to support women’s healthcare initiatives. Ms. Pelletier has launched pharmaceutical brands worldwide and expanded indications on female healthcare brands in multiple countries. She has had oversight and accountability for Sales, Marketing, Operations, Medical Affairs, Regulatory Affairs, Manufacturing, Customer Service, Business Development and Strategic Partnerships. In 2015, Ms. Pelletier was profiled by the United Nations Foundation as a New Champion for Reproductive Health, and in 2014 was awarded the Athena Pinnacle Award for Life Sciences, recognizing extraordinary leadership in the life sciences. She is a published author and an international keynote speaker on the economic return of investing in women and has spoken at the Clinton Global Initiative, Women Deliver, the Harvard School of Public Health, the Cavendish Global

Health Impact Forum at Biocom, the University of Virginia’s Darden School of Business; and was the keynote speaker at the June 2016 Women’s Global Health Symposium. Her accomplishments have been frequently profiled in various media, including The New York Times, Inc. Magazine, Cosmopolitan, Devex, Refinery 29, Bustle, CNN, NBC News, Glamour, Marie Claire, BBC Radio, Global Grind and Vogue. Ms. Pelletier is the Chair of the Women Deliver Board of Directors and she is on the board of directors of ClearFast. We believe Ms. Pelletier’s service as our Chief Executive Officer and extensive professional experience in women’s healthcare qualifies her to serve as a member of our Board of Directors.

Thomas LynchMr. Lynch has served as the Chairman of the Board since January 2018 and served as the Chairman of the Board of Evofem Operations from November 2015 until January 2018. Mr. Lynch also currently serves as Chairman of the Boards of Profectus Biosciences Inc. and Adherium Inc. and as anon-executive director of GW Pharmaceuticals where he serves as Chairman of both its remuneration and nomination committees. Mr. Lynch is also thenon-executive chairman of the Ireland East Hospital Group and the Mater Misericordiae University Hospital, anon-profit charitable foundation providing acute hospital services to both public patients funded by the HSE (defined below) and private patients. Mr. Lynch serves on the board of a number of other privately held biotechnology companies. Mr. Lynch previously served as Chairman of ICON plc and was a member of its board for 22 years. Mr. Lynch has also worked in a variety of capacities in Amarin Corporation plc, Elan Corporation plc and Warner Chilcott plc. From 2001 to 2010, Mr. Lynch was a member of the Board of IDA Ireland (an Irish government investment agency). Mr. Lynch received his B.Sc. in Economics from Queen’s University of Belfast in 1978, and qualified as a chartered accountant with KPMG in 1983 and served as a partner in that firm from 1990 to 1993. We believe Mr. Lynch is qualified to serve as a member of our Board of Directors because of his decades of business, operational and board of director experience with pharmaceutical and life sciences companies and because of his prior experience as Chairman of Evofem Operations’ board of directors.

Gillian Greer, Ph.D.Dr. Gillian Greer has served as a member of our Board since January 2018 and most recently served, from 2011 – 2017, as the Chief Executive Officer of Volunteer Service Abroad, a New Zealandnon-profit organization that sends volunteers to work with partner organizations in the Pacific and Asia region. She is currently Chief Executive Officer of the National Council of Women of New Zealand. From 2006-2011 Dr. Greer served as Director General of the International Planned Parenthood Federation, or IPPF, the world’s largest international sexual and reproductive healthnon-profit organization, working in 172 countries providing advocacy, education and sexual and reproductive health services, including maternal health, HIV/AIDS, family planning and adolescent health. During this time she also worked closely with UN agencies and governments to advocate for investment in health and human rights and served on the Board of ICON plc. Prior to her work with IPPF, Dr. Greer served as Executive Director of the Family Planning Association of New Zealand where she was involved in international and regional advocacy training and initiatives, including chairing the Asia Pacific Alliance, and was made a Member of the New Zealand Order of Merit for services to family planning in 2005. From 1996-1998 Dr. Greer was Assistant Vice Chancellor Equity and Human Resources, Victoria University of Wellington, New Zealand. Her early career was in education at secondary and tertiary levels. Throughout her career Dr. Greer has demonstrated an ongoing commitment to health, education, sustainable development, women’s empowerment, and human rights. She is passionate about strengthening civil society and building high performing organizations that are effective, ethical, and accountable and can clearly demonstrate their impact. She has also served in a governance capacity for a number of charities and a university Council, as well as advisory panels to New Zealand Ministers of Foreign Affairs and Trade. Dr. Greer was made a Commander of the British Empire (CBE) for services to international health and women’s rights in 2012. She continues to be in high demand as a speaker, facilitator, chairperson, and board member. Dr. Greer holds a B.A. in English from the University of Auckland and a Ph.D. in New Zealand Literature from the Victoria University of Wellington. We believe Dr. Greer’s long experience as an executive officer and board member of organizations dedicated to women’s sexual health qualifies her to serve as a member of our Board of Directors.

William Hall, Ph.D., M.D.Professor Hall has served as a member of our Board since January 2018 and is a renowned expert in infectious diseases and virology. He currently serves as Distinguished Professor in Hokkaido University in Japan and is Professor Emeritus of Medical Microbiology and the Centre for Research in Infectious Diseases at University College Dublin’s, or UCD, School of Medicine and Medical Science. He is also Executive Chairman of the UCD National Virus Reference Laboratory and is a Consultant Microbiologist at St. Vincent’s University Hospital Dublin. Professor Hall also serves as a consultant to the Minister of Heath and Children in the Republic of Ireland, providing input on a range of topics including influenza pandemic preparedness and bioterrorism. Prior to his tenure at UCD, Professor Hall was Professor and Head of the Laboratory of Medical Virology, Senior Physician and Director of the Clinical Research Centre at the Rockefeller University in New York. He previously served as an Assistant and Associate Professor of Medicine at Cornell University. Professor Hall is a Board member of The Atlantic Philanthropies and is aco-founder of the Global Virus Network. Professor Hall has served as anon-executive director of ICON plc, based in Dublin, Ireland, since February 2013. He is a member of its audit committee and the compensation committee and is chair of the

nominating and governance committee. Professor Hall holds a B.Sc.(Honors.) in Biochemistry and a Ph.D. in Biochemistry/Virology from Queen’s University Belfast. He received his M.D. from Cornell University Medical College, New York and a Diploma of Tropical Medicine and Hygiene, from the London School of Hygiene and Tropical Medicine, London. We believe Dr. Hall is qualified to serve on our Board of Directors based on his extensive experience working in infectious diseases and virology and prior experiences on other board of directors.

Tony O’BrienMr. O’Brien has served as a member of our Board since January 2018 and as the Director General of Ireland’s Health Service Executive, or HSE, an organization responsible for the provision of health and personal social services for the residents of Ireland, since July 2012. Prior to his role as Director General, Mr. O’Brien was the Chief Operating Officer of the Department of Health’s Special Delivery Unit and a member of the Department’s Management Board. From May 2011 to September 2011 Mr. O’Brien was Director of Clinical Strategy and Programs in the HSE. From December 2011 until October 2012 he held the post of Chief Executive Officer of the National Treatment Purchase Fund. He served as Chief Advisor to the HSE on the implementation of the National Cancer Control Strategy, Project Director for the National Plan for Radiation Oncology and is a former Chairman of the National Cancer Registry Board. He was the founding Chief Executive Officer of the National Cancer Screening Service, Director of BreastCheck, CervicalCheck and an Associate and Interim Director of the National Cancer Control Programme. Prior to joining the HSE, Mr. O’Brien served as Chief Executive of the Irish Family Planning Association and as the Chief Executive of the UK Family Planning Association. Mr. O’Brien is a Council Member of the Irish Management Institute, a Member of the Healthy Ireland Council and a Member of the Institute of Directors in Ireland. Mr. O’Brien holds a Master of Sciences in Management Practice from Trinity College, University of Dublin. He is Adjunct Ass. Professor in Health Strategy and Management at Trinity College Dublin. He is also Vice President of the Institute of Public Administration and a Council Member of the Irish Management Institute. In 2016, he was admitted as a Chartered Director by the Institute of Directors. We believe Mr. O’Brien’s extensive experience as an executive and member of the boards of directors for healthcare and life sciences companies qualifies him to be a member of our Board of Directors.

Committees of the Board of Directors and Meetings

Directors are expected to attend meetings ofMeeting Attendance. During the fiscal year ended December 31, 2017, our board met 13 times. During 2017 our Board and any Board committees on which they serve. The Board has three standing committees to facilitate and assist the Board in the execution of its responsibilities: the Audit Committee, the Compensationappointed a Strategic Transactions Committee and the Nominating and Corporate Governance Committee. Each of these committees has the responsibilities described in the committee charters which are available on our website at www.neothetics.com. Our Board may also establish other committees from time to time to assist in the discharge of its responsibilities. For example, our Board has currently established an Operating Committee to assist with manyaide in our recently completed merger activity. The Strategic Transactions Committee met seven times during 2017, and the Operating Committee met once during 2017. Each director attended at least 75% of the responsibilities arising inaggregate number of board meetings and the day-to-day operationsnumber of meetings held by all committees on which he or she served during 2017. The Board has adopted a policy under which each member of the Company that normally would be managed byBoard makes every effort to but is not required to attend each Annual Meeting of our stockholders. All of our directors in office as of the Company’s Chief Executive Officer and President, which position isdate of our 2017 Annual Meeting attended our 2017 annual stockholder meeting.

Audit Committee. Our Audit Committee met four times during 2017. This committee currently vacant at the Company.  The Operating Committee currently is comprised of Martha J. Demski,has three members, Colin Rutherford (Chairman), Kim P. Kamdar, Ph.D. and Jeffrey M. Nugent,Tony O’Brien. Our Audit Committee’s role and responsibilities are set forth in the Board expectsAudit Committee’s written charter and include the Operating Committeeauthority to remain in place untilretain and terminate the Board appoints a new Chief Executive Officer and Presidentservices of the Company.  

Audit Committee.    Our audit committee oversees our corporate accounting and financial reporting process. The responsibilities of this committee include, among other things:

Both our independent registered public accounting firmfirm. In addition, the Audit Committee reviews annual financial statements, considers matters relating to accounting policy and management periodically meet separately with our audit committee.

The currentinternal controls and reviews the scope of annual audits. All members of ourthe Audit Committee satisfy the current independence standards promulgated by the SEC and by The Nasdaq Stock Market, as such standards apply specifically to members of audit committees. The Board has determined that Mr. Rutherford is an “audit committee are Martha J. Demski, Kim P. Kamdar, Ph.D. and Jeffrey M. Nugent. Ms. Demski servesfinancial expert,” as Chairpersonthe SEC has defined that term in Item 407 of RegulationS-K. Please also see the report of the committee.Audit Committee set forth elsewhere in this proxy statement.

A copy of the Audit Committee’s written charter is publicly available on our website atwww.evofem.com.

Compensation Committee. Our Compensation Committee met three times during 2017. This committee currently has three members, Gillian Greer, Ph.D., Tony O’Brien (Chairman) and William Hall, Ph.D., M.D. Our Compensation Committee’s role and responsibilities are set forth in the Compensation Committee’s written charter and includes reviewing, approving and making recommendations regarding our compensation policies, practices and procedures to ensure that legal and fiduciary responsibilities of the Board of Directors has determinedare carried out and that all of the members ofsuch policies, practices and procedures contribute to our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and NASDAQ. Our Board of Directors has determined that Martha J. Demski is an audit committee financial expert as defined under the applicable rules of the SEC and has the requisite financial sophistication as defined under the applicable rules and regulations of NASDAQ. Our Board of Directors has determined that all of the members of our audit committee are independent directors as defined under the applicable rules and regulations of the SEC and NASDAQ.

Compensation Committee.success. Our Compensation Committee adopts andalso administers our 2014 Equity Incentive Plan, or the 2014 Plan. The Compensation Committee is responsible for recommending to the Board the compensation policies, plans,of our chief executive officer, and benefit programsconducts its decision making process with respect to that issue without the chief executive officer present. All members of the Compensation Committee qualify as independent under the definition promulgated by The Nasdaq Stock Market.

In establishing compensation amounts for ourexecutives, the Compensation Committee seeks to support the Company’s overall business strategy and objectives, attract and retain key executives, link compensation with business objectives and organizational performance, and provide competitive compensation opportunities. In connection with the Merger, the officers of Evofem Operations were appointed to serve as executive officers and all other members of the Company. As our executive team. The responsibilities of this committee include, among other things:

We expect thatcurrent management team transitions from operating a private company to operating a publicly traded company, our Compensation Committee will meet at least twice annuallyevaluate our compensation practices, philosophy and arrangements to ensure alignment with greater frequency if necessary.our structure and the roles of the executives as they relate to managing and oversight of a public company. The agenda for each meeting is usually developed by the ChairCompensation Committee may delegate authority to one or more members of the Compensation Committee in consultation with the Chief Executive Officer. The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. The Chief Executive Officer may not participate in,one or be present during, any deliberations or determinationsmore executives of the Compensation Committee, regarding hisexcept that the Compensation Committee may not delegate authority to approve compensation of the Company’s chief executive officer or individual performance objectives. its other Section 16 officers to any person or committee (other than to a subcommittee consisting exclusively of at least three members of the Compensation Committee).

The charterCompensation Committee has engaged the services of Marsh & McLennan Agency, or Marsh, a national executive compensation consulting firm, to review and provide recommendations concerning all of the components of the Company’s executive compensation program. Marsh performs services solely on behalf of the Compensation Committee grantsand has no relationship with the Company or management except as it may relate to performing such services. Marsh assists the Compensation Committee full access to all books, records, facilities and personnelin defining the appropriate market of the Company. In addition, underCompany’s peer companies for executive compensation and practices and in benchmarking our executive compensation program against the charter,peer group each year. Marsh also assists the Compensation Committee has the authority to take any actions it considers appropriate to fulfill its dutiesin benchmarking our director compensation program and responsibilities, including, without limitation, the authority to retain such outside counsel, experts, and other advisors as it determines appropriate to assist it in the performancepractices against those of its functions, including, without limitation, sole authority to retain and terminate one or more compensation consulting firms, and to approve the fees and other retention terms for any such firm that is retained by it.  Any compensation consultant retained by the Committee to assist with its responsibilities relating to executive compensation shall not be retained by the Company for any compensation or other human resource matters.our peers. The Company shall provide appropriate funding, as determined by the Compensation Committee for payment of compensation to any advisors employed by the Compensation Committee, as well as funding for the payment of ordinary administrative expenses of the Compensation Committee that are necessary or appropriate in carrying out its duties.  Prior to selecting, or receiving advice from, any counsel, expert or advisor, the Compensation Committee shall considerhas assessed the independence of such advisor based onMarsh pursuant to SEC rules and the SECcorporate governance rules of The Nasdaq Stock Market and NASDAQ  independence factors; provided, however,concluded that no conflict of interest exists that would prevent Marsh from independently representing the Compensation Committee shall not be prohibited from obtaining advice from advisors that it determines are not independent.Committee.

Our Compensation Committee reviews and evaluates potential risks related to our compensation policies and practices for employees and has determined that we have no compensation risks that are reasonably likely to have a material adverse effect on our company. We structure our compensation to address company-wide risk. This is accomplished in part by tying compensation to corporate goals and individual performance goals. These goals can be adjusted annually to address risks identified in the annual risk assessment. We also use a mix of different compensation elements to balance short-term awards versus long-term awards to align compensation with our business strategy and stockholders’ interests. We believe the combination of base salary, performance-based

cash awards, and share-based incentive awards with multi-year vesting periods is balanced and serves to motivate our employees to accomplish our business plan without creating risks that are reasonably likely to have a material adverse effect on our company.

In 2015, the Company engaged Compensia Inc., or Compensia, as a compensation consultant. Compensia was retained to provide an annual assessment of the Company’s executive and director compensation programs in comparison to executive and director compensation programs at selected publicly-traded peer companies. As part of its engagement, Compensia was requested by the Compensation Committee to develop a comparative group of companies and to perform analyses of competitive performance and compensation levels for that group. Compensia ultimately developed, and is continuing to develop, recommendations for the Compensation Committee’s consideration on an annual basis.  

It is expected that the Compensation Committee will consider most of the significant adjustments to annual compensation, target bonuses and equity awards and establish new performance objectives at one or more meetings held during the first quarter of the year. However, the Compensation Committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of the Company’s compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation, at periodic meetings throughout the year on an as-needed basis. Generally, the Compensation Committee’s process comprises two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. For executives other than the Chief Executive Officer, the Compensation Committee solicits and considers evaluations and recommendations submitted to the Committee by the Chief Executive Officer or Operating Committee, as applicable. In the case of the Chief Executive Officer, once a new Chief Executive Officer has been elected, the evaluation of their performance is conducted by the Compensation Committee, which recommends any adjustments to compensation as well as awards to be granted. For all executives and directors as part of its deliberations, the Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, tally sheets that set forth the total compensation that may become payable to executives in various hypothetical scenarios, executive and director stock ownership information, company stock performance data, analyses of historical executive compensation levels and current Company-wide compensation levels and recommendationsA copy of the Compensation Committee’s compensation consultant, including analyses of executive and director compensation paidwritten charter is publicly available on our website at other companies identified by the consultant. Modifications to executive compensation must be approved by the full Board of Directors prior to implementation.www.evofem.com.

The current members of our Compensation Committee are Jeffrey M. Nugent, Martha J. Demski and Maxim Gorbachev. Mr. Nugent serves as the Chair of the committee. Our Board of Directors has determined that all of the members of our Compensation Committee are independent directors under the applicable rules and regulations of the SEC and NASDAQ.  The Compensation Committee met two times during fiscal year 2015, including telephonic meetings.

Nominating and Corporate Governance Committee.    Committee.Our Nominating and Corporate Governance Committee is responsible for, among other things, making recommendations regarding corporate governance, the composition of our Board of Directors, identification, evaluation and nomination of director candidates, and the structure and composition of committees of our Board of Directors.

The responsibilities of this committee include, among other things:

The current members of our Nominating and Corporate Governance Committee are Maxim Gorbachev, Kim P. Kamdar, Ph.D. and Ms. Demski. Dr. Kamdar serves as the Chairman of the committee. Our Board of Directors has determined that all of the members of our Nominating and Corporate Governance Committee are independent directors under the applicable rules and regulations of NASDAQ.  The Nominating and Corporate Governance Committee met once during 2017 and has two members, Gillian Greer, Ph.D. and William Hall, Ph.D., M.D (Chairman). The Nominating Committee’s role and responsibilities are set forth in the fiscal year 2015.

There are no family relationships among our officersNominating Committee’s written charter and directors, nor are there any arrangements or understandings between any of our directors or officers or any other person pursuantinclude evaluating and making recommendations to which any officer or director was, or is,the full Board as to be selected as an officer or director.

CORPORATE GOVERNANCE

During fiscal year 2015, the Board met nine times, including telephonic meetingssize and all incumbent directors attended at least 75% or more of the aggregate of the meetingscomposition of the Board and its committees, evaluating and making recommendations as to potential candidates, and evaluating current Board members’ performance. All members of the Board committeesNominating Committee qualify as independent under the definition promulgated by The Nasdaq Stock Market.

If a stockholder wishes to nominate a candidate for director who is not to be included in our proxy statement, it must follow the procedures described in our bylaws and in “Stockholder Proposals and Nominations For Director” at the end of this proxy statement.

A copy of the Nominating Committee’s written charter is publicly available on which they served, held during the period for which they were directors or committee members.Company’s website atwww.evofem.com.

Director Independence

Our Board of Directors has undertaken a reviewreviewed the materiality of the compositionany relationship that each of our Board of Directors and each of its committees anddirectors has with the independence of each director.Company, either directly or indirectly. Based upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships,this review, our Board of Directors has determined that Ms. Demski,the following members of the Board are “independent directors” as defined by The Nasdaq Stock Market: Dr. Greer, Dr. Hall, Dr. Kamdar, Mr. O’Brien and Messrs. Gorbachev and Nugent, representing our four directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of NASDAQ. In making this determination, our Board of Directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director.Mr. Rutherford.

Board Leadership Structure

The position of Chairman ofOur corporate governance practices do not indicate a particular board structure, and our Board of Directors is currently vacant and many of such roles and responsibilities are managed bygiven the Operating Committeeflexibility to select its chairman and our Lead Independent Director. Our amended and restated bylaws and Corporate Governance Principles provide our Board of Directors with flexibility to appoint a Chairman ofchief executive officer in the Board and, moreover, to combine or separate the positions of Chairman of the Board and Chief Executive Officer in accordance with its determinationmanner that utilizing one or the other structureit believes is in the best interests of our company. Whenstockholders. Accordingly, the positions of chairman and the chief executive officer may be filled by either one individual or two individuals. The Board has currently elected to separate the positions of Chairman alsoand Chief Executive Officer at this time. Ms. Pelletier serves as our Chief Executive Officer and as a member of our Board of Directors. Mr. Lynch currently serves as the Company's Chief Executive Officer, or when the Chair is not independent, the Board, by majority vote of the independent directors, will designate an independent director to serve as the "Lead Independent Director." Kim P. Kamdar, Ph.D. currently serves as Lead Independent Director. AllChairman of our directors are encouraged to make suggestions for board agenda items or pre-meeting materials. Our Lead Independent Director assumes many functions traditionally within the purview of a Chairman of the Board. Under our Corporate Governance Principles, our Lead Independent Director must be independent.

The specific responsibilities of the Lead Independent Director (if so designated) are as follows:

Our Board of Directors has concludedDirectors. The Board believes that our current leadershipthis structure is appropriate at this time. However,serves us well by creating a critical link between management (through Ms. Pelletier’s membership on the Board of Directors periodically reviews our leadership structureBoard) and may make such changesthenon-executive directors led by Thomas Lynch in the futurehis role as it deems appropriate.anon-executive Chairman.

Role of the Board in Risk Oversight

One of the key functions of our Board of Directors is informed oversight of our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various standing committees of our Board of Directors that address risks inherent in their respective areas of oversight. In particular, our Board of Directors is responsible for monitoring and assessing strategic risk exposure and our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements. Our Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance practices, including whether they are successful in preventing illegal or improper liability-creating conduct. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Corporate Governance GuidelinesStockholder Communications to the Board

OurGenerally, stockholders who have questions or concerns should contact our Investor Relations department at ir@evofem.com However, any stockholders who wish to address questions regarding our business directly with the Board of Directors, or any individual director, should direct his or her questions in writing to Evofem Biosciences, Inc., 12400 High Street Bluff Drive, Suite 600, San Diego, California 92130. Communications will be distributed to the Board, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communications. Items that are unrelated to the duties and responsibilities of the Board may be excluded, such as:

In addition, any material that is unduly hostile, threatening, or illegal in nature may be excluded, provided that any communication that is filtered out will be made available to any outside director upon request.

Executive Officers

The following table sets forth certain information regarding our executive officers and their respective ages as of February 28, 2018. All executive officers areat-will employees.

Justin J. FileJustin J. File has served as Evofem Operations’ Chief Financial Officer since July 2015 and has served as our Chief Financial Officer since January 2018. He has approximately 25 years of diverse accounting and finance experience within a variety of both public and private biotechnology companies. Most recently, he provided executive financial and accounting oversight services to various biotechnology companies in San Diego, California, assisting in their initial public offering process and helping to establish and improve their accounting and finance operations as publicly-traded entities. Prior to this, Mr. File was Senior Director and Controller of Sequenom, Inc., a diagnostic company that developed and commercialized molecular diagnostics testing services for the women’s health market. During that time, he served as Treasurer of their diagnostic subsidiary and providing assistance in the raise of over $400 million in combined equity and convertible note offerings. He also assisted in the commercial launch of four diagnostic tests in atwo-year period, which included Sequenom’s revolutionary noninvasive prenatal test for Down syndrome. Earlier in his career he worked for approximately ten years in public accounting, primarily with Arthur Andersen LLP, where he worked with a variety of clients assisting with attestation and periodic reporting requirements,

public offerings and acquisitions. He graduated from Central Washington University with a Bachelor’s of Science in Accounting and International Business and is a Certified Public Accountant (inactive).

Kelly Culwell, M.D.Dr. Kelly Culwell is an Obstetrician/Gynecologist with over 16 years specializing in women’s health and contraceptive research. She has served as our Chief Medical Officer since January 2018 and has served as Evofem Operations’ Chief Medical Officer since April 2015. Prior to joining Evofem Biosciences, she was a trainer Merck and maintained an academic clinical practice as the Director of Family Planning and Associate Clinical Professor at University of California, Davis. She previously served as a Medical Officer with the World Health Organization where she developed global guidelines for clinical practice and is widely published in peer reviewed journals. Dr. Culwell received a Bachelor’s of Science from California Lutheran University, a Medical Doctorate from the University of California, Davis and a Masters of Public Health from Northwestern University. She completed her post-graduate training in Obstetrics and Gynecology at University of California San Diego and her Family Planning Fellowship at Northwestern University. Dr. Culwell maintains appointments as Volunteer Assistant Clinical Professor in the Departments of Obstetrics and Gynecology at the University of California, Davis and San Diego campuses. She is qualified as a Diplomat from the American Board of Obstetrics and Gynecology.

Russ BarransRuss Barrans has served as our Chief Commercial Officer since January 2018 and has served as Evofem Operations’ Chief Commercial Officer since 2016. Mr. Barrans has over 25 years in the women’s healthcare pharmaceuticals and biotechnology space. As the Chief Commercial Officer, he is responsible for the commercial launch and lifecycle management of the Evofem Biosciences product portfolio, oversees manufacturing and supply chain, and provides executive leadership to the sales and marketing team. Prior to joining Evofem Biosciences, Mr. Barrans was the Senior Director of Women’s Healthcare Marketing for TEVA Pharmaceuticals. With significant tenure in life sciences and pharmaceutical companies, he has held senior level positions at global and domestic companies including Bayer Healthcare and Wyeth Pfizer (formerly Wyeth), as well as, being Chief Executive Officer of FusionRx, a strategic consulting firm servicing biotech and pharmaceutical brands of which Russ was the founding partner. He has overseen directed the launch of over half a dozen brands worldwide including the launch of Mirena^®, and Plan BOne-Step^® OTC. He graduated from California Coast University with a Bachelor’s of Science in Business Administration and holds an MBA from California Coast University. Mr. Barrans is an Accredited Pharmaceutical Manufactures Representative of Canada in General Healthcare and Oncology, and has earned his certification as a Business Coach from Brian Tracy International.

Alexander A. Fitzpatrick, Esq.Alexander A. Fitzpatrick has served as our Executive Vice President, General Counsel and Secretary since January 2018 and as the Executive Vice President, General Counsel and Secretary of Evofem Operations since October 2017. He is responsible for the Company’s corporate governance, guidelines are designedlegal, corporate development, intellectual property and risk management functions. Prior to joining Evofem, Mr. Fitzpatrick served as Senior Vice President, General Counsel, Compliance Officer and Secretary of Verenium Corporation, a publicly traded biotechnology company. Prior to that, Mr. Fitzpatrick served as Senior Vice President, General Counsel and Secretary of Kintera, Inc., a publicly traded technology company. Following the sale of Kintera, Mr. Fitzpatrick continued to serve in a similar position for a major division of Blackbaud, Inc. Prior to that, as a member of the business, corporate and technology departments with the law firms Cooley LLP and Latham & Watkins LLP in San Diego, and Rogers & Wells LLP (now Clifford Chance) in London, Mr. Fitzpatrick represented pharmaceutical and other technology companies, investment banks and venture capitalists in a variety of transactions including numerous collaborations, mergers and acquisitions, intellectual property matters, licensing and financing activity. Mr. Fitzpatrick received a B.S. in mathematics from Georgetown University and a J.D. from the University of California, Berkeley.

EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Prior to the Merger and as of December 31, 2017, our named executive officers, which consisted of our principal executive officer and our only other executive officer were:

We have also included the principal executive officer and the two most highly compensated officers of Evofem Operations during 2017 below:

Summary Compensation Table

The following table summarizes information concerning the compensation awarded to, earned by, or paid for services rendered in all capacities by our named executive officers and the principal executive officer and two most highly compensated officers of Evofem Operations during the years ended December 31, 2017 and 2016. As our management team transitions from operating a private company to operating a publicly traded company, our Compensation Committee will evaluate our compensation practices, philosophy and arrangements to ensure effective corporate governancealignment with our structure and the roles of the executives as they relate to managing and oversight of a public company. The compensation described in this table does not include medical or other benefits that are available generally to all our salaried employees: