Evofem posted $13.4 million in net sales of
Phexxi for the first nine months of 2023;
Aditxt looks to accelerate Evofem into the
global non-hormonal birth control market valued at $27.7 billion in
2022 and is projected to grow to $52.2 billion by 2031
Aditxt, Inc. (“Aditxt” or the “Company”) (NASDAQ: ADTX), a
company dedicated to discovering, developing, and deploying
promising health innovations, and Evofem Biosciences, Inc.
(“Evofem”) (OTCQB: EVFM), a pioneer in women’s health, today
announced the signing of a definitive agreement (the “Agreement”)
under which Aditxt is to acquire Evofem in consideration of the
issuance of a combination of common stock and preferred stock, and
the assumption of certain senior indebtedness, having an aggregate
amount of approximately $100 million (the “Transaction”). Pending a
successful Transaction, it will also mark the establishment of a
women's health mission within Aditxt's platform, aligning with
global healthcare needs.
Revolutionizing Women’s Reproductive Health with
Phexxi®
Evofem is a commercial-stage women's health company with a
strong focus on innovation. Evofem is the creator of the first and
only FDA-approved hormone-free contraceptive gel, Phexxi® (lactic
acid, citric acid, and potassium bitartrate). Phexxi® empowers
women with a convenient, discreet, and flexible contraception
method, putting control in their hands. By allowing on-demand usage
within one hour before intercourse, Phexxi® addresses a critical
need in the United States and global contraception market, offering
women greater autonomy over their reproductive health
decisions.
Phexxi® represents a groundbreaking shift in women's healthcare,
offering a non-daily, hormone-free contraceptive choice for the 23
million women who need alternatives to traditional methods in the
United States alone. Like male contraception, female contraception
should be adaptable to personal needs – not a daily burden,
irrespective of actual necessity. This innovation not only
challenges the decades-long norm of daily hormonal contraception
but empowers women with more personalized healthcare choices.
Phexxi® is a testament to the urgent need for more focused
innovation in women's health, ensuring choices are made for their
benefit, not by chance or default.
Aditxt Unlocking Evofem’s Global Potential for Non-Hormonal
Contraception
The global need for effective family planning is evident, with
nearly 1.1 billion women worldwide desiring contraception,
according to the UN Department of Economic and Social Affairs. This
demand is mirrored in the significant market growth projections for
non-hormonal birth control; Growth Plus Reports highlights an
increase from $27.7 billion in 2022 to $52.2 billion by 2031. The
success of Phexxi® in the U.S., with an 82% approval rate for
claims and escalating sales, reflects this rising demand. With
Aditxt's acquisition of Evofem, there is an opportunity to leverage
this momentum, access untapped markets, and potentially capture a
significant global market share. This move is poised to meet
commercial objectives and address a crucial aspect of women’s
healthcare. The power to decide when to have a family should rest
firmly in each woman's hands, aligning with her life choices and
aspirations and thus playing a crucial role in shaping her economic
and social future.
Furthermore, Evofem's consistent sales growth aligns with the
rising demand for innovative contraceptive solutions. The
post-acquisition integration into the Aditxt platform will
strengthen Evofem's ability to enter global markets through organic
expansion, product acquisitions, and licensing agreements,
positioning it to capture a substantial market share and address
crucial women's healthcare needs globally.
Aditxt – A Platform for Accelerating Promising
Innovations
As a company focused on discovering, developing, and deploying
promising health innovations, Aditxt offers a dynamic environment
dedicated to helping ground-breaking innovations thrive. As a
public company with global stakeholders, Aditxt aims to engage
society in supporting innovations addressing autoimmunity, health
by the numbers, life-extending transplant technologies, population
health, and now, with the proposed Evofem acquisition, women’s
health, rendering its collaborative ecosystem a powerful tool for
realizing the full potential of each subsidiary.
Amro Albanna, co-Founder, chairman, and CEO of Aditxt, shared
his insights on this announcement: “At Aditxt, our mission is to
make promising innovations possible together. Evofem represents
precisely the kind of groundbreaking innovation that aligns with
our mission. Aditxt will provide Evofem with a global platform to
amplify their transformative innovation in women’s health. As we
move forward, we aim to empower our shareholders to participate in
this journey through their votes. This approach ensures that our
stakeholders are integral in advancing these vital health
innovations on the Aditxt platform, truly socializing how health
innovations advance and impact lives worldwide.”
“We are excited about the opportunity to accelerate our growth
trajectory, as a subsidiary of Aditxt, into a multi-product women’s
health franchise,” said Evofem’s CEO, Saundra Pelletier. “We
believe this Transaction is in the best interests of our
shareholders and are confident that they and the women we serve
will benefit from our expanded offering and stronger voice.”
Details of the Proposed Transaction
The Transaction is intended to create significant strategic
advantages for both companies. Evofem’s growing revenue base may
allow Aditxt to catalyze future growth by leveraging synergies by
and amongst Evofem, Aditxt, and Aditxt’s other subsidiaries. The
boards of directors of both companies have unanimously approved the
Transaction.
Aditxt has assumed Evofem’s senior secured debt that was issued
to the investor under the Securities Purchase and Security
Agreement dated April 2020, as amended, and shall pay $5.0 million
to Evofem’s senior secured debtholder by year-end 2023, $8.0
million by September 2024, and up to an additional $5 million
thereafter.
Aditxt has also agreed to provide a $3.0 million loan to Evofem
between the date of signing of the Agreement and closing and to
cover Evofem’s legal costs related to the Transaction. At closing,
the holders of Evofem’s common stock will exchange their shares for
an aggregate of 610,000 shares of Aditxt common stock. In addition,
Aditxt has agreed to issue up to an aggregate of 89,126 shares of
preferred stock to the holders of Evofem’s currently outstanding
unsecured notes, purchase rights, certain warrants, and preferred
stock. Upon closing of the Transaction, which is currently
anticipated to occur in the first half of 2024, Evofem will be a
wholly owned subsidiary of Aditxt, with the Evofem management team
to receive equity grants in the subsidiary of up to ten percent on
a fully diluted basis after closing, and will continue to be led by
Saundra Pelletier, Chief Executive Officer of Evofem, and the
current management team.
The boards of directors of Aditxt and Evofem have unanimously
approved the proposed Transaction. The Transaction is subject to,
among other things, the approval of both Aditxt and Evofem
stockholders and satisfaction or waiver of the conditions stated in
the Agreement.
The description of the business combination contained herein is
only a high-level summary. Additional information about the
proposed Transaction, including a copy of the business combination
agreement, will be provided in a Current Report on Form 8-K to be
filed by Aditxt with the Securities and Exchange Commission ("SEC")
and will be available at the SEC's website at www.sec.gov. In
addition, Aditxt intends to file a registration statement on Form
S-4 with the SEC, which will include a proxy statement/prospectus
and will file other documents regarding the proposed Transaction
with the SEC.
About Aditxt, Inc.
Aditxt is focused on discovering, developing, and deploying
life-changing health innovations. Aditxt’s diverse portfolio
includes Adimune™, Inc., developing a new class of therapeutics
designed to retrain the immune system to address organ rejection,
autoimmunity, and allergies; and Pearsanta™, Inc., offering timely,
convenient, and high-quality personalized lab testing anytime and
anywhere, backed by its CLIA-certified and CAP-accredited
monitoring center. For more information, visit Aditxt.com.
About Evofem Biosciences, Inc.
Evofem is focused on commercializing innovative products to
address unmet needs in women's sexual and reproductive health. The
Company’s first FDA-approved product, Phexxi® (lactic acid, citric
acid and potassium bitartrate), is a hormone-free, on-demand
prescription contraceptive vaginal gel. It comes in a box of 12
pre-filled applicators and is applied 0-60 minutes before each act
of sex. Learn more at phexxi.com and evofem.com.
Aditxt® is a registered trademark and Adimune™, Adivir™, and
Pearsanta™ are trademarks of Aditxt, Inc.
Phexxi® is a registered trademark of Evofem Biosciences,
Inc.
Sources
- United Nations Department of Economic and Social Affairs,
Population Division (2022). World Family Planning 2022: Meeting the
changing needs for family planning: Contraceptive use by age and
method. UN DESA/POP/2022/TR/NO. 4. Accessed 29 November 2023 via
https://www.un.org/development/desa/pd/sites/www.un.org.development.desa.pd/files/files/documents/2023/Feb/undesa_pd_2022_world-family-planning.pdf
- Growth Plus Reports. Non-Hormonal Birth Control Market by Type
(Contraceptive Devices, Sterilization), Gender (Male, Female) –
Global Outlook & Forecast 2023-2033. 05 May 2023. Accessed 28
November 2023 via
https://www.growthplusreports.com/report/nonhormonal-birth-control-market/8914
Additional Information and Where to Find It
In connection with the Agreement and the proposed Transaction,
Aditxt intends to file with the Securities and Exchange Commission
(the “SEC”) a registration statement on Form S-4 (the “Registration
Statement”), which will include a joint preliminary proxy
statement/prospectus certain other related documents; this will be
both the proxy statement to be distributed to the respective
stockholders of Aditxt and Evofem in connection with Aditxt’s and
Evofem’s solicitation of proxies for the vote by their respective
stockholders with respect to the proposed Transaction and other
matters as may be described in the definitive proxy statement. This
press release does not contain any information that should be
considered by Aditxt’s or Evofem’s stockholders concerning the
proposed Transaction and is not intended to constitute the basis of
any voting or investment decision in respect of the proposed
Transaction. The respective stockholders of Aditxt and Evofem and
other interested persons are advised to read, when available, the
joint preliminary proxy statement/prospectus and the amendments
thereto and the joint definitive proxy statement/prospectus and
documents incorporated by reference therein filed in connection
with the proposed Transaction, as these materials will contain
important information about Aditxt, Evofem, the merger agreement
and the proposed Transaction. When available, the joint definitive
proxy statement/prospectus and other relevant materials regarding
the proposed Transaction will be mailed to stockholders of Aditxt
and Evofem as of a record date to be established for voting on the
proposed Transaction. Stockholders of Aditxt and Evofem will also
be able to obtain copies of the Registration Statement, the joint
preliminary proxy statement/prospectus, the joint definitive proxy
statement/prospectus and other documents filed with the SEC that
will be incorporated by reference therein, without charge, once
available, through the SEC's website at https://www.sec.gov,
through Aditxt’s website at
https://www.aditxt.com/investor-relations/sec-filings/, through
Evofem’s website at https://evofem.investorroom.com/SEC-filings, or
by directing a request to ir@aditxt.com.
Participants in the Solicitation
Aditxt, Evofem and their respective directors, executive
officers, other members of management and employees may be deemed
participants in the solicitation of proxies from Aditxt's and
Evofem's stockholders with respect to the proposed Transaction.
Investors and security holders may obtain more detailed information
regarding the names and interests in the proposed Transaction of
the directors and officers of each of Aditxt and Evofem with
respect to the proposed Transaction in the proxy
statement/prospectus for the proposed Transaction when available
and in the companies' respective filings with the SEC.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed business combination and shall not
constitute an offer to sell or a solicitation of an offer to buy
any securities nor shall there be any sale of securities in any
state or jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act.
Forward-Looking Statements
This press release includes "forward-looking statements" within
the meaning of the safe harbor for forward-looking statements
provided by Section 21E of the Securities Exchange Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995
including, without limitation, statements related to the parties’
ability to close the proposed Transaction, including the ability of
both companies to secure all required regulatory, third-party and
shareholder approvals for the proposed Transaction; availability of
cash to meet Aditxt’s obligation to pay noteholders under the
Agreement and other near-and longer-term obligations under the
Agreement; Aditxt’s expectation that shares of its common stock
will remain listed on the Nasdaq Stock Market; the anticipated
timing to close the Transaction; the anticipated financial
performances of Aditxt and Evofem both before and after the
proposed Transaction, anticipated benefits of the proposed
Transaction including synergies to Aditxt’s business following the
proposed Transaction, the degree of growth in the non-hormonal
birth control market anticipated by third-party market researchers;
Aditxt’s ability to leverage Evofem for subsequent product
acquisitions and license agreements subsequent to the Transaction;
Evofem’s ability to maintain requisite regulatory approvals;
Evofem’s costs related to the Transaction; and changes to the
potential market size and the size of the patient populations
utilizing Phexxi®. You are cautioned not to place undue reliance on
these forward-looking statements, which are current only as of the
date of this press release. Each of these forward-looking
statements involves risks and uncertainties. Important factors that
could cause actual results to differ materially from those
discussed or implied in the forward-looking statements are
disclosed in the each company's SEC filings, including Aditxt’s
Annual Report on Form 10-K for the year ended December 31, 2022
filed with the SEC on April 17, 2023 as amended April 28, 2023 and
July 12, 2023, Quarterly Report on Form 10-Q for the quarter ended
September 30, 2023 filed with the SEC on November 14, 2023, and any
subsequent filings, and Evofem’s Annual Report on Form 10-K for the
year ended December 31, 2022 filed with the SEC on April 27, 2023,
Quarterly Report on Form 10-Q for the quarter ended September 30,
2023 filed with the SEC on November 14, 2023, and any subsequent
filings. All forward-looking statements are expressly qualified in
their entirety by such factors. The companies do not undertake any
duty to update any forward-looking statement except as required by
law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231212529968/en/
Evofem Biosciences, Inc. Amy
Raskopf araskopf@evofem.com (917) 673-5775
Aditxt, Inc. ir@aditxt.com Mary O’
Brien (516) 753-9933
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