- The proposed acquisition is expected to act as a catalyst for
strategic revenues while strengthening Pearsanta’s operational
infrastructure and product offerings. The proposed acquisition is
also intended to bring additional depth to Pearsanta’s roster of
top-tier scientists and executives.
- Pearsanta’s commitment to precision medicine and supporting
revenue growth would broaden with this acquisition, if completed,
to include: long-term care facilities, numerous other health care
entities including physician clinics, federally qualified health
centers, rural health clinics, employers, and hospitals; expanded
reimbursement credentialing with new private payors and regions;
full clinical (blood, urine and other) lab tests, including
molecular (respiratory, gastrointestinal, wound, and nail), COVID,
genetics (PGx, CGx, cardiomyopathy), immunology, and
toxicology.
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 exclusive non-binding Letter of Intent (“LOI”) by
Pearsanta,™ Inc. (“Pearsanta”), a wholly-owned subsidiary of
Aditxt, to acquire both Natural State Laboratories, LLC (“NSL”) and
Natural State Genomics, LLC (“NSG”) (collectively, “Natural State
Entities” or “NSL/NSG”). The Natural State Entities are a premier
full-service laboratory headquartered in Little Rock, Arkansas,
offering diagnostic, molecular, genetic, and toxicology
services.
Pearsanta is the exclusive license holder of AditxtScore™, a
proprietary platform that provides personalized immune system
profiles based on the body’s ability to respond to viruses,
bacteria, allergens, and more. This proposed strategic acquisition
would support revenue growth due to increased testing capacity and
added sales channels that NSL/NSG would bring. The acquisition, if
completed, would also provide Pearsanta with an expanded management
team experienced in scaling diagnostic and innovation businesses,
including managing contracts with insurance carriers, senior care
facilities, and operational assets.
Subject to satisfactory completion of due diligence, the
consideration for the transaction as contemplated in the LOI
includes: (A) cash payments to be paid at closing to shareholders
of NSL/NSG; (B) cash payments to be paid at closing to certain of
NSL/NSG’s creditors; (C) assumption of debt by Pearsanta from
NSL/NSG; and (D) an earnout amount to be paid to the legacy NSL/NSG
shareholders no later than May 1, 2024 based on the net sales of
Pearsanta and NSL/NSG business lines through the period ended
December 31, 2023 The entire consideration in the form of cash
payments, debt assumption and any earnout payments will be in an
amount not to exceed $55 million. In addition and apart from the
transaction consideration, certain NSL/NSG employees who will join
Pearsanta will also be issued a portion of an aggregate of
20,000,000 shares of common stock of Pearsanta.
Also, to enter into the transaction, Pearsanta must obtain
adequate financing to make the required cash payments at closing,
as well as negotiate and execute definitive agreements and other
closing conditions, including board approval. The parties have
agreed to an exclusivity period until July 27, 2023 (as may be
extended by the parties), with a view to settling the definitive
agreement. However, there can be no assurance that a definitive
agreement will be entered into or that the proposed acquisition
will be completed as proposed, or at all.
Pending the closing of the deal, J. Ahmad Brown, MD, CEO of
NSL/NSG will become the CEO of Pearsanta. “I’m excited to build a
business with a mission of delivering personalized data and ‘health
by the numbers,’” said Dr. Brown. “Conventional medicine often
falls short using a one-size-fits-all approach. Our focus will be
to blend expanding access to quality diagnostics and care while
helping consumers understand their own unique biology by the
numbers to realize enhanced stewardship over their personal health
goals.”
Amro Albanna, Aditxt co-founder and CEO, and current interim
chairman and CEO of Pearsanta said, “Our goal is to build out our
innovations into growing portfolio companies as we endeavor to
expand their capabilities organically and via M&A. This
potential acquisition of NSL/NSG is an important step for the
growth of Pearsanta and value creation for our shareholders.”
About Aditxt, Inc.
Aditxt®, Inc. (NASDAQ: ADTX) is a global innovation company
focused on therapeutics and technologies that monitor and modulate
the immune system. Headquartered in Richmond, Virginia, with
operations in Silicon Valley, California, and New York, New York.
Aditxt’s mission “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., aimed at 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 intends to offer
personalized immune monitoring 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 Pearsanta, Inc.
Formed in January 2023 as wholly owned Aditxt subsidiary,
Pearsanta™, Inc., is a medical diagnostic and innovation company
that takes a new approach to personalized medicine by empowering
individuals to understand their Health by the Numbers. Pearsanta is
responding to a growing demand for convenient, rapid, personalized,
and high-quality lab testing—anytime and anywhere. The company
unites biosample collection, processing, monitoring, and reporting
to deliver actionable information to the end user. This will
require the convergence of multiple components, including
collection devices, point-of-care (POC) “lab-on-a-chip”
technologies, Lab Developed Test (LDT) assays, a data-driven
analysis engine, and telemedicine for more informed treatment
decisions.
About Natural State Laboratories, LLC/Natural State Genomics,
LLC
Natural State Laboratories /Natural State Genomics is a premier
full-service lab offering diagnostic, molecular, genetic, and
toxicology services. Headquartered in Little Rock, Arkansas, and a
leader in the region, NSL/NSG is committed to exemplary science,
service, and an ability to scale.
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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