M&A - Aditxt, Inc.

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.

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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.

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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.

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