Aditxt and Evofem Sign Second Amendment to Amended and Restated Merger Agreement, Target Closing of Acquisition in Fourth Quarter of 2024

Rhea-AI Summary

Aditxt (NASDAQ: ADTX) and Evofem Biosciences (OTCQB: EVFM) have signed a Second Amendment to their merger agreement, extending the timeline for Aditxt's $3 million funding to Evofem. The acquisition is now targeted to close in Q4 2024. Evofem aims to grow revenue through its three-pronged strategy: increasing U.S. sales of Phexxi® and SOLOSEC®, expanding its portfolio, and pursuing international partnerships. Aditxt plans to introduce four health-focused programs, including women's health through the Evofem merger. The deal's completion depends on shareholder approvals and Aditxt securing sufficient capital.

Positive

• Extended timeline for Aditxt to provide $3 million funding to Evofem, potentially improving financial stability
• Evofem's three-pronged growth strategy focusing on increasing sales, portfolio expansion, and international partnerships
• Aditxt's plan to introduce four health-focused programs, potentially diversifying its business model

Negative

• Delayed acquisition closing to Q4 2024, potentially impacting short-term growth plans
• Conditional closing of the merger, subject to shareholder approvals and Aditxt raising sufficient capital
• Evofem trading on OTCQB market, which may limit investor access and liquidity

Insights

Financial Analyst

The amendment to the merger agreement between Aditxt and Evofem, extending the funding timeline, suggests potential cash flow challenges for Aditxt. The delayed $3 million investment, now split into two $1.5 million tranches by September and October 2024, indicates a slower acquisition process than initially planned. This could be seen as a red flag for investors, potentially signaling financial constraints or integration difficulties.

The extended timeline to Q4 2024 for closing the deal introduces increased uncertainty and execution risk. Evofem's focus on revenue growth through its three-pronged strategy is promising, but the delayed merger completion may hinder immediate synergies and slow down expansion plans. Investors should closely monitor both companies' financial health and operational progress in the interim period.

Market Research Analyst

The merger between Aditxt and Evofem represents a strategic move in the women's health market, which has significant growth potential. Evofem's focus on innovative, hormone-free contraceptives like Phexxi® addresses a growing demand for alternative birth control methods. The company's expansion plans, including portfolio diversification and international partnerships, could capture untapped market segments.

However, the delayed merger timeline may allow competitors to gain ground. The women's health sector is becoming increasingly competitive and the extended acquisition process could potentially slow Evofem's market penetration and limit its first-mover advantage in certain areas. Investors should weigh the long-term market opportunity against the short-term execution risks presented by the merger delay.

Legal Expert

The Second Amendment to the merger agreement introduces legal considerations that investors should note. The extended funding timeline and closing date may impact shareholder rights and regulatory approvals. There's an increased risk of the deal not closing if conditions aren't met, including shareholder approvals and Aditxt's capital raising.

The mention of Aditxt's planned acquisition of Appili Therapeutics alongside Evofem adds complexity to the legal landscape. Managing multiple acquisitions simultaneously could lead to regulatory scrutiny or integration challenges. Investors should be aware that the success of both deals is interdependent, potentially increasing the overall legal and operational risks associated with Aditxt's expansion strategy.

MOUNTAIN VIEW, Calif. & SAN DIEGO--(BUSINESS WIRE)-- Aditxt, Inc. (NASDAQ: ADTX) (“Aditxt” or the “Company”), an innovation platform dedicated to accelerating health innovations, and women’s health pioneer, Evofem Biosciences, Inc. (OTCQB: EVFM) (“Evofem”) today announced they have entered into the Second Amendment to the Amended and Restated Agreement and Plan of Merger (the “Second Amendment”), under which Aditxt intends to acquire Evofem.

Under the Second Amendment, the parties have extended the dates by which Aditxt shall complete the remaining $3 million in funding to Evofem through the purchase of 3,000 shares of Evofem’s F-1 Preferred Stock. Aditxt will provide $1.5 million of financing by September 30, 2024, and an additional $1.5 million by October 31, 2024. Both companies continue to work collaboratively to align strategic priorities and expect to close the transaction in the fourth quarter of 2024.

Evofem intends to achieve and accelerate year-over-year revenue growth through continued execution of its three-pronged growth strategy: to increase net sales of its differentiated women’s health products in the U.S., the hormone-free contraceptive Phexxi® (lactic acid, citric acid and potassium bitartrate) and SOLOSEC® (secnidazole) 2g oral granules to treat two common sexual health infections; to expand its commercial portfolio through acquisitions of complementary late-stage or in-market women’s health assets; and to partner or license its products for international markets as part of a broader initiative to expand its global footprint in women’s health.

Amro Albanna, Co-Founder, Chairman, and CEO of Aditxt, said, “Women’s health presents unique challenges that call for innovative solutions designed to meet the evolving needs of women at every stage of life. Evofem has shown the strategic vision and adaptability needed to take the lead in this field, building on a solid foundation of progress. However, the impact of these advancements extends beyond the science itself—it’s about ensuring women everywhere can benefit from these innovations. Global support is essential to drive Evofem’s mission forward, ensuring access to transformative healthcare that can truly improve the lives of women around the world.”

“The alliance between Evofem and Aditxt is underpinned by a shared belief in the need for innovation in women’s healthcare,” said Saundra Pelletier, CEO of Evofem Biosciences. “For too long, big Pharma has invested in ‘me too’ products in already crowded categories that offer no new benefits for women. With the support and vision of Aditxt, Evofem will continue to elevate the quality of life for women by offering products that are better and positively impact the daily lives of women who must care for so many.”

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 the latter two programs, Aditxt has entered into an Arrangement Agreement with Appili Therapeutics, Inc. (“Appili”) (TSX: APLI; OTCPink: APLIF), which focuses on infectious diseases, and the aforementioned Merger Agreement with Evofem. 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 prior to and at closing. 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.

About Evofem Biosciences, Inc.

Evofem is commercializing innovative products to address unmet needs in women's sexual and reproductive health. The Company's first FDA-approved product, Phexxi^® (lactic acid, citric acid and potassium bitartrate), is a hormone-free, on-demand prescription contraceptive vaginal gel. It comes in a box of 12 pre-filled applicators and is applied 0-60 minutes before each act of sex.

In July 2024, Evofem broadened its commercial offering with the acquisition of SOLOSEC® (secnidazole) 2g oral granules, an FDA-approved oral antibiotic for the treatment of two sexual health diseases: bacterial vaginosis (BV), a common vaginal infection in females 12 years of age and older, and trichomoniasis, a common sexually transmitted infection (STI), in people 12 years of age and older. SOLOSEC provides a complete course of therapy in just one dose.

Follow us on:
LinkedIn: https://www.linkedin.com/company/evofem
Facebook: http://www.facebook.com/Evofem
X (f/k/a Twitter): https://x.com/Evofem

Phexxi^® and SOLOSEC^® are registered trademarks of Evofem Biosciences, Inc.

About Aditxt, Inc.

Aditxt, Inc.® is an innovation platform dedicated to accelerating 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.

For more information, www.aditxt.com.

Follow us on:
LinkedIn: https://www.linkedin.com/company/aditxt
Facebook: https://www.facebook.com/aditxtplatform/

Forward-Looking Statements for Evofem

This press release includes "forward-looking statements" within the meaning of the safe harbor for forward-looking statements provided by Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 including, without limitation, statements related to anticipated timing to close the contemplated transaction between Aditxt and Evofem and Evofem’s ability to achieve its strategic goals. You are cautioned not to place undue reliance on these forward-looking statements, which are current only as of the date of this press release. Each of these forward-looking statements involves risks and uncertainties. Important factors that could cause actual results to differ materially from those discussed or implied in the forward-looking statements are disclosed in Evofem’s SEC filings, including its Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 27, 2024, Quarterly Report on Form 10-Q for the three months ended July 30, 2024 filed with the SEC on August 15, 2024, and any subsequent filings. All forward-looking statements are expressly qualified in their entirety by such factors. The Company does not undertake any duty to update any forward-looking statement except as required by law.

Forward-Looking Statements for Aditxt

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 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, 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240909413916/en/

Evofem Biosciences, Inc.

Amy Raskopf

araskopf@evofem.com

(917) 673-5775

Aditxt, Inc.

Mary O’ Brien

mobrien@aditxt.com

(516) 753-9933

Source: Aditxt, Inc.

FAQ

What is the new target closing date for Aditxt's acquisition of Evofem?

The new target closing date for Aditxt's acquisition of Evofem is in the fourth quarter of 2024, as stated in the Second Amendment to their merger agreement.

How much funding is Aditxt providing to Evofem and by when?

Aditxt is providing a total of $3 million in funding to Evofem. $1.5 million will be provided by September 30, 2024, and an additional $1.5 million by October 31, 2024.

What are the main products Evofem is focusing on for revenue growth?

Evofem is focusing on increasing net sales of two main products: Phexxi®, a hormone-free contraceptive, and SOLOSEC®, which treats two common sexual health infections.

What conditions need to be met for the Aditxt-Evofem merger to close?

The merger's closing is subject to several conditions, including approval of the transactions by the respective target shareholders and Aditxt raising sufficient capital to fund its obligations prior to and at closing.