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                              July 19, 2023

       Saundra Pelletier
       President and Chief Executive Officer
       Evofem Biosciences, Inc.
       7770 Regents Road, Suite 113-618
       San Diego, CA 92122

                                                        Re: Evofem Biosciences,
Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed July 10, 2023
                                                            File No. 333-273185

       Dear Saundra Pelletier:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1 filed July 10, 2023

       Cover Page

   1.                                                   Consistent with your
disclosure beginning on page 12 and elsewhere throughout the
                                                        prospectus, please
revise your cover page to state that (i) you are currently in default on
                                                        certain financial
obligations; (ii) you have considered and continue to consider filing for
                                                        bankruptcy protection
and (iii) if true, holders of your common stock will likely receive
                                                        no recovery in the
event that you file for bankruptcy.
       Prospectus Summary, page 1

   2.                                                   Please revise your
Prospectus Summary to include a prominent discussion regarding your
                                                        potential bankruptcy
and your current liquidity position. In your revisions, please discuss:
                                                            The Company's cash
position as of the most recent practicable date.
 Saundra Pelletier
Evofem Biosciences, Inc.
July 19, 2023
Page 2
             Your receipt of a Notice of Default on the Baker Bros. Purchase
Agreement and the
           aggregate amounts that are or may be owed pursuant to this
agreement.
             The fact that you are over 90 days past due on a significant
amount of vendor
           obligations, including the aggregate amount of your current
indebtedness and
           accounts payable.
             The effect of a potential bankruptcy filing on the holders of your
common stock,
           including investors in this offering.
             Whether investors could lose their entire investment in your
company if you do not
           raise sufficient proceeds to pay your liabilities.
3.    Please also prominently revise your disclosure in your Prospectus Summary
as follows:
          Include a discussion regarding your company's recurring operating
losses and
          negative cash flows from operating activities since inception. Your
disclosure should
          describe the potential consequences to your business if you are
unable to raise
          additional financing.
          Disclose that proceeds raised in subsequent financings may be
required to be used to
          redeem outstanding debt and would not be ultimately be able to be
used to fund your
          ongoing operations.
          Disclose that you have not paid your Fiscal Year 2023 PDUFA Invoice
to the FDA
          and describe the consequences to your business if this amount remains
unpaid. To the
          extent that failure to pay this amount could affect the approval
status of Phexxi,
          please so state.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Lauren Hamill at 303-844-1008 or Alan Campbell at
202-551-4224 with
any questions.



                                                           Sincerely,
FirstName LastNameSaundra Pelletier
                                                           Division of
Corporation Finance
Comapany NameEvofem Biosciences, Inc.
                                                           Office of Life
Sciences
July 19, 2023 Page 2
cc:       Dennis Doucette
FirstName LastName