Aditxt, Inc. (NASDAQ: ADTX) (“Aditxt” or the “Company”), a
social innovation platform dedicated to accelerating promising
health innovations, today announced the achievement of a key
milestone under the Amended and Restated Merger Agreement, as
amended (the “A&R Merger Agreement”) toward completion of its
intended acquisition of women’s health innovator Evofem
Biosciences, Inc. (“Evofem”) (OTCQB: EVFM).
Today, Aditxt purchased $2.28 million of Evofem Series F-1
convertible preferred stock. This is the final investment in Evofem
stipulated under the A&R Merger Agreement.
Amro Albanna, Co-Founder, Chairman, and CEO of Aditxt, said, “We
believe that this is a critical milestone towards the completion of
the proposed acquisition and positioning Evofem as a global women’s
health enterprise focusing on advancing treatment, prevention, and
diagnostic innovations.”
Under the A&R Merger Agreement, assuming the related
proposal is approved by Evofem stockholders and other closing
conditions are met, Aditxt’s subsidiary Adifem, Inc. will merge
with and into Evofem. Evofem will be the surviving company and a
wholly-owned subsidiary of Aditxt.
The closing of the transactions with Evofem is subject to
several conditions, including but not limited to approval of the
transaction by shareholders of Evofem and Aditxt raising sufficient
capital to fund its obligations prior to and at closing. The
Company estimates it will require approximately $17 million in
additional cash to fund its proposed acquisition of Evofem,
inclusive of the repayment needed to satisfy Evofem’s Senior
Secured Note in conjunction with the closing. Evofem recently
received a notice of default with respect to such Senior Secured
Note, which it disputes. No assurance can be provided that all of
the conditions to closing will be obtained or satisfied and that
the transactions will ultimately close.
Albanna and Evofem CEO Saundra Pelletier will discuss the
proposed transaction and post-acquisition plans, among other
topics, on a Virtual Fireside Chat as follows:
Date: Monday, October 28, 2024
Time: 11:30 AM Eastern Time
Access:
https://us06web.zoom.us/webinar/register/WN_wMfjOmRqTc-e6jy4b9MRjw#/registration
The Virtual Fireside Chat will be moderated by Dr. Drew Pinsky,
a media personality and board-certified physician. Interested
parties are encouraged to register for the event and to log in five
minutes early.
About Evofem Biosciences, Inc.
Evofem is 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.
In July 2024 Evofem broadened its commercial offering with the
acquisition of SOLOSEC® (secnidazole) 2g oral granules, an
FDA-approved oral antibiotic for the treatment of two sexual health
diseases: bacterial vaginosis (BV), a common vaginal infection, in
females 12 years of age and older, and trichomoniasis, a common
sexually transmitted infection (STI), in people 12 years of age and
older. SOLOSEC provides a complete course of therapy in just one
dose.
Phexxi® and SOLOSEC® are registered trademarks of Evofem
Biosciences, Inc.
Follow us on: LinkedIn: https://www.linkedin.com/company/evofem
Facebook: http://www.facebook.com/Evofem X (f/k/a Twitter):
https://x.com/Evofem
About Aditxt, Inc.
Aditxt, Inc.® is a social innovation platform dedicated to
accelerating promising health innovations. Aditxt’s ecosystem of
research institutions, industry partners, and shareholders
collaboratively drives their mission to "Make Promising Innovations
Possible Together." The innovation platform is the cornerstone of
Aditxt’s strategy, where multiple disciplines drive disruptive
growth and address significant societal challenges. Aditxt operates
a unique model that democratizes innovation, ensures every
stakeholder’s voice is heard and valued, and empowers collective
progress.
Aditxt currently operates two programs focused on immune health
and precision health. The Company plans to introduce two additional
programs dedicated to public health and women’s health. For these,
Aditxt has entered into an Arrangement Agreement with Appili
Therapeutics, Inc. (“Appili”) (TSX: APLI; OTCPink: APLIF), which
focuses on infectious diseases, and a Merger Agreement with Evofem.
Each program will be designed to function autonomously while
collectively advancing Aditxt’s mission of discovering, developing,
and deploying innovative health solutions to tackle some of the
most urgent health challenges. The closing of each of the
transactions with Appili and Evofem is subject to several
conditions, including but not limited to approval of the
transactions by the respective target shareholders and Aditxt
raising sufficient capital to fund its obligations at closing. No
assurance can be provided that all of the conditions to closing
will be obtained or satisfied or that either of the transactions
will ultimately close.
For more information, www.aditxt.com.
Follow us on: LinkedIn: https://www.linkedin.com/company/aditxt
Facebook: https://www.facebook.com/aditxtplatform/
Forward-Looking Statements
Certain statements in this press release constitute
“forward-looking statements” within the meaning of federal
securities laws. Forward-looking statements include statements
regarding the Company’s intentions, beliefs, projections, outlook,
analyses, or current expectations concerning, among other things,
the Company’s ongoing and planned product and business development;
the Company’s ability to finance and execute its strategic M&A
initiatives; the Company’s ability to obtain the necessary funding
and partner to commence clinical trials; the Company’s intellectual
property position; the Company’s ability to develop commercial
functions; expectations regarding product launch and revenue; the
Company’s results of operations, cash needs, spending, financial
condition, liquidity, prospects, growth, and strategies; the
Company’s ability to raise additional capital; the industry in
which the Company operates; and the trends that may affect the
industry or the Company. Forward-looking statements are not
guarantees of future performance, and actual results may differ
materially from those indicated by these forward-looking statements
as a result of various important factors, as well as market and
other conditions and those risks more fully discussed in the
section titled “Risk Factors” in Aditxt’s most recent Annual Report
on Form 10-K, as well as discussions of potential risks,
uncertainties, and other important factors in the Company’s other
filings with the Securities and Exchange Commission. All such
statements speak only as of the date made, and the Company
undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
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Corporate, Investor, and Media
Relations: Engagement@Aditxt.com
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