Aditxt, Inc. (“Aditxt”, or the “Company”) (Nasdaq: ADTX) has
entered into a revenue-sharing agreement with Cellvera, and certain
of its affiliates. The agreement is designed to drive strategic
revenue and growth starting in 2022 and provide enhanced security
for the Company’s $14.5 million loan, plus interest to Cellvera
Global Holdings LLC (“Cellvera”), formerly AiPharma Global Holdings
LLC. The Company has signed the agreement as consideration for
Aditxt’s separate agreement to extend the term of the previously
announced loan and forbearance agreements. Cellvera holds exclusive
worldwide rights (except Japan) to a broad spectrum oral antiviral
drug targeting COVID-19 and 11 other infectious diseases. Cellvera
is focused on discovering, developing, and commercializing
antimicrobial therapies across a broad spectrum of infectious
diseases, including COVID-19.
“Our potential acquisition of Cellvera will anchor Aditxt’s
antimicrobial business segment,” said Amro Albanna, Aditxt’s
Co-founder and Chief Executive Officer. “This agreement is an
intermediate step in the acquisition process while we are
proceeding with our due diligence for the overall transaction, and
will be a key part of our revenue and growth strategy starting in
2022.”
Under the terms of the agreement, Aditxt will receive up to 10%
of net sales of products and services collected by Cellvera and
other loan parties up to a maximum of $30 million. Aditxt has
agreed to apply approximately the first $14.5 million of the
revenue share payments it receives from the loan parties as
repayment of the loan, plus interest until Cellvera’s loan
obligations are satisfied.
In addition, the loan’s security agreements have been enhanced
to include all assets of Cellvera. Cellvera and Aditxt have also
amended their previously announced Share Exchange Agreement to:
(i)
modify the financial statements
required to be delivered by Cellvera prior to the initial
closing,
(ii)
permit the Company to amend its
Certificate of Incorporation without the consent of Cellvera in
order to effect a reverse stock split of the Company’s common
stock, if necessary, in order to maintain its listing on the Nasdaq
Capital Market, and
(iii)
make certain other conforming
changes related to the forbearance agreement and revenue sharing
agreement.
Work is proceeding on the first step of the acquisition, for
which the due diligence period has been extended. The closings of
the transactions contemplated under the Share Exchange Agreement
are subject to satisfactory completion of due diligence as well as
several other closing conditions, including shareholder approval.
There is no assurance that Aditxt’s acquisition of Cellvera will be
completed.
Aditxt to host a webinar on April 14 at 4:30 p.m. ET Mr.
Albanna will provide a corporate update, information about the
Cellvera transaction, and answer questions during a live webinar on
April 14 at 4:30 p.m. ET. The webinar is expected to include
commentary on:
- upcoming milestones
- the revenue strategy
- the acquisition strategy
All investors are invited to attend, whether professional or
individual. All questions MUST be submitted in advance via email:
aditxt@edisongroup.com.
To register for the webinar, CLICK HERE.
About Aditxt Aditxt is a biotech innovation company
developing technologies focused on mapping and reprogramming the
immune system. Aditxt’s immune mapping technologies are designed to
provide a personalized immune profile. Aditxt’s immune
reprogramming technologies, currently preclinical, are being
developed to retrain the immune system to induce tolerance to
address rejection of transplanted organs, autoimmune diseases, and
allergies.
For more information, please visit: www.aditxt.com and
www.AditxtScore.com
Important Information About the Proposed Transaction and
Where to Find It This press release relates to a proposed
transaction between Aditxt and Cellvera. This press release does
not constitute an offer to sell or exchange, or the solicitation of
an offer to buy or exchange, any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, sale,
or exchange would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
In connection with the transaction described herein, Aditxt intends
to file relevant materials with the SEC including a registration
statement on Form S-4, which will include a prospectus with respect
to the combined company’s securities to be issued in connection
with the business combination and a proxy statement with respect to
the stockholder meeting of Aditxt to vote on the business
combination. Promptly after the registration statement is declared
effective by the SEC, Aditxt will mail the definitive proxy
statement/prospectus and a proxy card to each stockholder as record
date for the meeting of Aditxt’s stockholders established for
voting on the proposed business combination. Aditxt urges its
investors, stockholders, and other interested persons to read, when
available, the preliminary proxy statement/prospectus as well as
other documents filed with the SEC because these documents will
contain important information about Aditxt, Cellvera, and the
business combination. Once available, stockholders will also be
able to obtain a copy of the Form S-4, including the proxy
statement/prospectus, and other documents filed with the SEC
without charge, by directing a request to Aditxt, Attn: Amro
Albanna, 737 N. Fifth Street, Suite 200, Richmond, VA 23219. The
preliminary and definitive proxy statement/prospectus to be
included in the registration statement, once available, can also be
obtained, without charge, at the SEC’s website (www.sec.gov).
Participants in the Solicitation Aditxt and its directors
and executive officers may be deemed participants in the
solicitation of proxies from Aditxt’s stockholders concerning the
business combination. Information about Aditxt’s directors and
executive officers and a description of their interests in Aditxt
will be included in the proxy statement/prospectus for the proposed
transaction and be available at the SEC’s website
(www.sec.gov).
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 Aditxt’s (the “Company”) 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 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
industry in which the Company operates; and the trends that may
affect the industry or the Company. These forward-looking
statements are subject to a number of risks including, but not
limited to, the following risks relating to the proposed
transaction: (1) the risk that the proposed transaction may not be
completed in a timely manner or at all, which may adversely affect
the price of Aditxt’s securities; (2) the failure to satisfy the
conditions to closing the proposed transaction, including the
approval by the stockholders of Aditxt and Cellvera; (3) the
outcome of any legal proceedings that may be instituted related to
the proposed transaction; (4) the ability to realize the
anticipated benefits of the proposed transaction; (5) the risk that
the product candidates that Cellvera is developing may not progress
through clinical development or receive regulatory approvals within
expected timelines or at all; (6) the risk that Cellvera’s clinical
trials may not confirm any safety, efficacy or other product
characteristics that would enable subsequent clinical trials; (7)
the risk that Cellvera will be unable to successfully market or
gain market acceptance of its product candidates, if approved; (8)
the risk that Cellvera’s product candidates may not be beneficial
to patients or successfully commercialized, if approved; (9) the
risk that Cellvera has overestimated the size of the target patient
population, their willingness to try new therapies and the
willingness of physicians to prescribe these therapies; (10) the
effects of competition on Cellvera’s business; (11) the risk that
third parties on which Cellvera depends for clinical trials and
other critical services will fail to perform satisfactorily; (12)
the risk that Cellvera may not be able to recruit and retain
qualified personnel; (13) the risk that Cellvera’s business,
operations, clinical development plans and timelines, and supply
chain could be adversely affected by the effects of health
epidemics, including the ongoing COVID-19 pandemic; (14) the risk
that Cellvera will be unable to obtain and maintain sufficient
intellectual property protection for its drug products or will
infringe the intellectual property protection of others; (15) the
risk the combined company will fail to realize the anticipated
benefits of the proposed transaction; and (16) other risks and
uncertainties indicated from time to time in Cellvera’s public
filings with the SEC. If any of these risks materialize or Aditxt’s
and Cellvera’s assumptions prove incorrect, actual results could
differ materially from the results implied by these forward-looking
statements. There may be additional risks that neither Aditxt nor
Cellvera presently knows, or that Aditxt or Cellvera currently
believe are immaterial. That could also cause actual results to
differ from those contained in the forward-looking statements. In
addition, forward-looking statements reflect Aditxt’s and
Cellvera’s expectations, plans, or forecasts of future events and
views as of the date of this press release. Aditxt and Cellvera
anticipate that subsequent events and developments will cause
Aditxt’s and Cellvera’s assessments to differ. However, while
Aditxt and Cellvera may elect to update these forward-looking
statements at some point in the future, Aditxt and Cellvera
specifically disclaim any obligation to do so, except as otherwise
required by law. These forward-looking statements should not be
relied upon as representing Aditxt’s and Cellvera’s assessments of
any date after the date of this press release. Accordingly, undue
reliance should not be placed upon the forward-looking statements.
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 those risks more fully
discussed in the section titled “Risk Factors” in the Company’s
most recent Annual Report on Form 10-K, as well as discussions of
potential risks, uncertainties, and other essential factors in the
Company’s other filings with the Securities and Exchange
Commission. All such statements speak only as of the date made. 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20220405005535/en/
Media and investor relations contact Aditxt Investor
Communications ir@aditxt.com www.aditxt.com
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