- This agreement is a significant step for Aditxt as it expands
its portfolio to include innovative therapies for infectious
diseases;
- Aditxt will partner with global logistics leader Agility to
address a growing global market need for effective antivirals
Aditxt,® Inc. (NASDAQ: ADTX) (“Aditxt” or the “Company”), a
global innovation company focused on therapeutics and technologies
that monitor and modulate the immune system, is pleased to announce
the signing of an asset purchase agreement with Cellvera, Ltd.
(”Cellvera”) that grants Aditxt (whether directly or in its
recently formed wholly owned subsidiary Adivir, ™ Inc. (“Adivir”),
a 50% ownership in G Response Aid FZE (“GRA” or “Global Response
Aid”) with the other 50% owned by global logistics leader Agility,
Inc. (KW: AGLTY) (“Agility”). The consideration for the transaction
is (A) $24.5 million, comprised of: (i) the forgiveness of Aditxt’s
$14.5 million loan to Cellvera, and (ii) $10 million in cash, and
(B) future royalties for 7 years. Together with Dr. Reddy’s
Laboratories, Ltd. (NYSE: RDY), GRA holds an exclusive, worldwide
license for Avigan® 200mg, excluding Japan, China and Russia. In
connection with the closing of this transaction, the Share Exchange
Agreement previously entered as of December 28, 2021, between
Cellvera Global Holdings, LLC f/k/a AiPharma Global Holdings, LLC
(together with other affiliates and subsidiaries) and Aditxt and
all other related agreements will be terminated.
The closing of the transaction remains subject to a number of
conditions, including but not limited to, among others, approval by
Aditxt’s board of directors to enter into this transaction,
financing of the purchase price, regulatory approvals for the
transfer of shares, the resolution and satisfaction of all of
Cellvera’s creditors inclusive of those creditors who have
initiated claims, and securing the rights to additional 3rd-party
IP assets. No assurance can be given that all of the conditions to
closing will be obtained or satisfied, or that the transaction will
ultimately close.
“We believe this acquisition has the potential to help drive
Aditxt’s strategic revenue and growth, as we move forward to help
address a growing market need for more effective antivirals,” said
Amro Albanna, co-founder, chairman and CEO of Aditxt. “We are
excited by the opportunity to play a key role in the development of
Avigan in terms of clinical and commercial opportunities. We
believe that Avigan can play a vital role in the treatment of a
range of infectious diseases, due to the broad-spectrum nature of
the molecule. Although we have only recently entered into the
therapeutics market, our goal is to drive a paradigm shift in the
treatment and prevention of infectious diseases globally through
our newly formed subsidiary Adivir.”
GRA CEO Mitch Wilson said: “We’re very excited about the
partnership with Aditxt. Aditxt knows how to assess, develop, and
commercialize promising innovations with a focus on immune health.
Its expertise is critical in helping GRA bring Avigan to its full
potential.”
About Aditxt, Inc.
Aditxt,® Inc. (NASDAQ: ADTX) is a global innovation company
focused on therapeutics and technologies that monitor and modulate
the immune system. Aditxt’s mission of “Making Promising
Innovations Possible, Together” is defined by our growing ecosystem
of research institutions, global industry partners and shareholders
who inform and inspire our mission. Aditxt’s diverse innovation
portfolio includes: Adimune, Inc.™, developing and designing a new
class of therapeutics for retraining the immune system to address
organ rejection, autoimmunity, and allergies; Adivir, Inc.™,
focused on identifying, developing and commercializing new ways to
treat infectious diseases; and Pearsanta, Inc.™, which offers
personalized immune monitoring intended to be informative for a
wide range of health conditions, including hereditary cancer,
wounds and cardiomyopathy.
For more information, visit the Company’s websites at
www.Aditxt.com, www.Adimune.com and www.Pearsanta.com. Follow us on
LinkedIn for the latest company news.
About Agility
Agility is a global leader in supply chain services,
infrastructure, and innovation with 45,000+ employees across six
continents. The company is a pioneer in emerging markets and
specializes in growing and scaling businesses. Agility’s companies
include the world’s largest aviation services company (Menzies
Aviation); a global fuel logistics business (TriStar); the market
leader in logistics parks across the Middle East, South Asia, and
Africa (Agility Logistics Parks); and a commercial real-estate
company developing a $1.2 billion mega-mall in the UAE (UPAC).
Other Agility companies: customs digitization services, remote-site
infrastructure services, ecommerce-enablement and digital
logistics. Agility invests in supply chain innovation,
sustainability, and resilience, and has stakes in a growing
portfolio of listed and non-listed companies looking to reshape
their respective industries across various sectors.
For more information visit: www.agility.com. Twitter:
twitter.com/agility. LinkedIn: linkedin.com/company/agility.
YouTube: youtube.com/user/agilitycorp
About Global Response Aid (GRA)
Global Response Aid, based in Dubai, was established to address
the market challenges created by the COVID-19 pandemic and other
threats to public health. GRA delivers innovative, effective
healthcare solutions through a range of pharmaceutical products and
technology platforms. It works closely with governments, regulatory
authorities, hospitals, clinics, healthcare providers, life
sciences companies, NGOs and public institutions to develop
strategies that allow them to tackle public health challenges.
For more information visit: www.globalresponseaid.com
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 on its strategic
M&A initiatives; 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. 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 the Company'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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Media and Investor Relations Contact: IR@Aditxt.com
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