M&A - Aditxt, Inc.

Form Type: 8-K/A

Filing Date: 2025-05-19

Corporate Action: Merger

Type: Update

Accession Number: 000121390025045098

Filing Summary: On May 19, 2025, Aditxt, Inc. provided notice of the termination of the Arrangement Agreement with Appili Therapeutics, Inc. The termination is effective as of May 31, 2025. This change results in Appili being removed from the unaudited pro forma condensed financial information of Aditxt for the periods ending March 31, 2025, and 2024. The report also includes the historical condensed consolidated financial statements of Evofem, which are relevant as Aditxt continues with its merger strategy involving Evofem Biosciences, Inc., following a series of amendments to the merger agreement. The current report also contains pro forma financial information required by the SEC for the mentioned periods. The amendment is noted as the fifth in a series of updates regarding the merger activities of Aditxt and Evofem.

Form Type: 10-Q

Filing Date: 2025-05-15

Corporate Action: Merger

Type: Update

Accession Number: 000121390025044298

Filing Summary: Aditxt, Inc. has entered into a Merger Agreement with Evofem Biosciences, Inc. and an Arrangement Agreement with Appili Therapeutics, Inc. However, the completion of these transactions is uncertain and their potential impact on stockholder value is unclear. The company has experienced significant net losses and operational challenges, including reliance on external funding for operations and concerns regarding its going concern status. In its financial statements, Aditxt reported a net loss of $5,952,465 for the three months ended March 31, 2025, compared to a net loss of $14,868,694 for the same period in 2024. Current assets have decreased, and the company is facing issues related to compliance with Nasdaq listing requirements. Additionally, Aditxt has undertaken several reverse stock splits to maintain its stock price. The company continues to explore financing options, which may include issuing shares or convertible preferred stock, posing risks of dilution for current shareholders.

Form Type: 8-K

Filing Date: 2025-04-09

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025030353

Filing Summary: On April 8, 2025, Aditxt, Inc. entered into a Securities Purchase Agreement with Evofem Biosciences, Inc., purchasing a senior subordinated convertible note for $2,307,692.31 and a warrant for 149,850,150 shares of Evofem common stock for $1,500,000. The note accrues interest at 8% per annum and converts into Evofem stock at $0.0154 per share, with a maturity date of April 8, 2028. A waiver agreement was also signed to temporarily waive Evofem's termination rights under a merger agreement until April 16, 2025. If the purchase price is not fully received by that date, adjustments to the note and shares may occur. Additionally, there is a commitment to invest an additional $1.5 million into Evofem by April 7, 2025, and the date for the Company Shareholders Meeting has been set for no later than September 26, 2025.

Form Type: 10-K

Filing Date: 2025-03-31

Corporate Action: Merger

Type: Update

Accession Number: 000121390025026256

Filing Summary: Aditxt, Inc. has reported on its fiscal year ended December 31, 2024, detailing its operations, financial position, and strategic direction. The company engaged in a merger with Evofem Biosciences, Inc. and an arrangement agreement with Appili Therapeutics, Inc., aimed at enhancing its innovation portfolio. A significant focus is on the development of advanced therapeutics in immune modulation targeting autoimmune diseases and precision health technologies, particularly through its subsidiary Adimune, which is advancing ADI-100 for conditions like type 1 diabetes and psoriasis. The document highlights Aditxt's commitment to transforming health innovations into viable products while addressing substantial risks such as the need for ongoing funding and regulatory challenges, as well as noting compliance issues with Nasdaq listing requirements. The company is pursuing strategies for ongoing growth through technological advancements and partnerships with major health institutions.

Form Type: 8-K

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025025798

Filing Summary: On March 28, 2025, Aditxt, Inc. hosted a corporate update that included key executives discussing Pearsanta's acquisition of certain intellectual property assets related to the CaSe Platform. The CaSe Platform is a proprietary technology that focuses on assessing early DNA changes potentially leading to cancer and other illnesses. The update featured CEO Amro Albanna, Chief Innovation Officer Dr. Shahrokh Shabahang, and President of Pearsanta, Chris Mitton, as well as Dr. Roger Giese, Co-Inventor of the CaSe Platform. The transcript of this update, labeled Exhibit 99.1, is included in the filing and will be publicly available for review. The report also expresses caution regarding forward-looking statements related to the company's future performance and risks involved in their proposed transactions.

Form Type: 8-K

Filing Date: 2025-03-28

Corporate Action: Acquisition

Type: New

Accession Number: 000101376225004147

Filing Summary: On March 24, 2025, Aditxt, Inc.'s subsidiary, Pearsanta, entered into an Agreement for the Acquisition of Patents with various holders of certain patents and intellectual property assets. Pearsanta acquired these assets by issuing 200 shares of Series B Convertible Preferred Stock to the holders. This preferred stock is subject to mandatory conversion into 1,000 shares of common stock upon a qualifying initial public offering (IPO) at a conversion ratio of 1:1,000, contingent on the value of the securities received totaling $1,000,000 during the IPO process. A public announcement regarding this acquisition was made via press release also dated March 24, 2025.

Form Type: 8-K

Filing Date: 2025-03-24

Corporate Action: Acquisition

Type: New

Accession Number: 000101376225001245

Filing Summary: On March 21, 2025, Aditxt, Inc. hosted a corporate update featuring CEO Amro Albanna and Saundra Pelletier from Evofem Biosciences, Inc., which is an acquisition target of Aditxt. They provided updates on recent achievements and strategic milestones relating to operations and acquisition initiatives. The document presents forward-looking statements about the company's future operations and identifies risks associated with proposed transactions, including the possibility of not completing acquisitions in a timely manner or at all. The report clarifies that information included is not intended to recommend any investment decisions. Exhibit 99.1 includes the transcript of the corporate update, which may contain errors or inaccuracies and encourages investors to review the original audio recording and SEC filings.

Form Type: 8-K

Filing Date: 2025-03-24

Corporate Action: Merger

Type: Update

Accession Number: 000101376225001615

Filing Summary: Aditxt, Inc. reported an update related to its merger agreement with Evofem Biosciences, Inc. On March 23, 2025, the parties entered into Amendment No. 5 to their Amended and Restated Merger Agreement. Key points from this amendment include: Evofem will make reasonable efforts to hold the Company Shareholders Meeting no later than September 26, 2025; Aditxt will invest an additional $1,500,000 in Evofem by April 7, 2025, which might be in exchange for more shares of F-1 Preferred Stock or senior subordinated notes; and the end date for the merger agreement has been extended to September 30, 2025. This amendment follows a series of previous amendments adjusting investment dates and amounts, with the most recent significant changes being made on November 19, 2024, October 2, 2024, and July 12, 2024, all related to the terms governing the merger and associated investments.