Aditxt Acquisition Target Evofem Biosciences Secures Investor Support Through Voting Agreements for Merger with Aditxt's Subsidiary Adifem
November 06 2024 - 8:30AM
Business Wire
Aditxt, Inc. (NASDAQ: ADTX) (“Aditxt” or the “Company”), a
social innovation platform dedicated to accelerating promising
health innovations, announced today that its acquisition target,
Evofem Biosciences, Inc. (“Evofem”) (OTCQB: EVFM), has secured
voting agreements with certain of its investors to ensure they will
vote in favor of the merger proposal at Evofem’s upcoming Special
Meeting of Stockholders (the “Special Meeting”).
“We believe that the proposed merger represents a compelling
opportunity to accelerate Evofem’s growth trajectory in women’s
sexual and reproductive health as a subsidiary of Aditxt,” said
Saundra Pelletier, CEO of Evofem.
“We are making steady progress towards completing this
transaction, which will establish Aditxt’s women’s health mission,”
said Amro Albanna, Chairman, Co-Founder, and CEO of Aditxt. “With
Aditxt’s final pre-merger equity investment completed last week, we
believe that these voting agreements are critical in ensuring that
Evofem reaches a quorum at its upcoming special meeting and we hope
it will lead to a successful passage of the merger proposal.”
Under the voting agreements, certain holders of Evofem’s Series
E-1 Convertible Preferred Stock have agreed to vote the voting
power of their shares, and certain holders of Evofem’s Convertible
Notes have agreed to vote any Evofem common stock they hold as of
the record date for the Special Meeting, in favor of the merger
proposal.
Per the Amended and Restated Merger Agreement, as amended (the
“A&R Merger Agreement”), between the companies, Aditxt’s
subsidiary Adifem, Inc. is expected to merge with and into Evofem,
with Evofem remaining as the surviving entity and a wholly owned
subsidiary of Aditxt. The closing of the transactions is subject to
several conditions, including approval of the transactions by a
majority of the combined voting power of Evofem’s E-1 and Common
Stock, voting together as a single class, at a meeting where quorum
is present, and Aditxt raising sufficient capital to fund its
obligations prior to and at closing.
On October 28, 2024, Aditxt invested $2.28 million in Evofem
through the purchase of Evofem Series F-1 convertible preferred
stock. This was the final pre-merger equity investment stipulated
under the A&R Merger Agreement.
During its virtual stakeholder update on November 1, 2024,
Aditxt discussed its current non-compliance with Nasdaq’s minimum
bid price requirement and its expectation that it would be eligible
for an additional 180 calendar days to regain compliance if its
common stock closes below $1.00 for thirty consecutive days. As of
the date of this release, Aditxt’s common stock has closed below
$1.00 for 10 consecutive trading days. Aditxt is hereby clarifying
such statement that it may be eligible for an additional 180
calendar days to regain compliance if it meets all other initial
listing standards for The Nasdaq Capital Market. The Company
remains subject to a Nasdaq Panel Monitor until December 29,
2024.
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
Biosciences, Inc. (“Evofem”) (OTCQB:EVFM), a commercial stage
company with revenues from two FDA-approved products. 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 the closings of the respective transactions,
which will require cash payments in the amounts of approximately
$17 million and approximately $17 million (which includes
approximately $15.2 million to satisfy certain senior indebtedness
of Evofem), respectively. 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.
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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 number of common shares of Evofem that the investors with whom
Evofem entered into the voting agreements will own on the record
date for Evofem’s Special Meeting of Stockholders and therefore be
entitled to vote in favor of the merger proposal; the date of
Evofem’s Meeting of Stockholders; the likelihood that a quorum will
be present at Evofem’s Meeting of Stockholders; the likelihood that
the merger agreement will be approved at Evofem’s Meeting of
Stockholders; Aditxt’s ability to secure the required funding to
meet its closing obligations on terms favorable to the Company, if
at all; Aditxt’s ability to regain and maintain compliance with
Nasdaq listing standards; 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 and Quarterly
Report on Form 10-Q, 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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version on businesswire.com: https://www.businesswire.com/news/home/20241106032852/en/
Aditxt, Inc. Investors: Jeff
Ramson, PCG Advisory, Inc. T: 646-863-6893 M: 917-912-9130
Jramson@pcgadvisory.com
Corporate Communications: Mary O’Brien Mobrien@aditxt.com
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