Aditxt Announces $1.2 Million Registered Direct Offering Priced At-The-Market under Nasdaq Rules

Rhea-AI Summary

Aditxt (NASDAQ: ADTX) has announced a $1.2 million registered direct offering priced at-the-market under Nasdaq rules. The company will sell 1,130,189 shares of common stock (or equivalents) at $1.06 per share to institutional investors. The offering is expected to close around August 9, 2024. H.C. Wainwright & Co. is the exclusive placement agent. Aditxt plans to use $500,000 of the net proceeds to fund obligations under its merger agreement with Evofem Biosciences, with the remainder for working capital and general corporate purposes. The offering is made pursuant to a shelf registration statement on Form S-3 filed with the SEC.

Positive

• Secured $1.2 million in funding through registered direct offering
• Offering priced at-the-market under Nasdaq rules, potentially indicating fair market value
• $500,000 allocated to fund merger agreement obligations with Evofem Biosciences

Negative

• Potential dilution of existing shareholders due to new share issuance
• Relatively small offering size may indicate investor interest or financial constraints

Insights

Financial Analyst

Aditxt's $1.2 million registered direct offering is a double-edged sword for investors. While it provides necessary capital, it comes at a cost of significant dilution. The offering price of $1.06 per share suggests weak market confidence, potentially indicating financial struggles. The company's allocation of $500,000 to fund merger obligations with Evofem Biosciences raises questions about the deal's stability and Aditxt's financial position. The remaining funds for working capital hint at cash flow concerns. This offering, while providing a short-term lifeline, may not address underlying financial challenges, potentially leading to further dilutive events in the future. Investors should closely monitor Aditxt's ability to leverage this capital for meaningful growth and progress in its immune system technologies.

Biotech Industry Analyst

This offering underscores the challenging landscape for small-cap biotech companies like Aditxt. The company's focus on immune system monitoring and modulation is promising, but the need for frequent capital raises suggests difficulties in achieving commercial success. The merger with Evofem Biosciences could potentially provide synergies, but the $500,000 allocation towards merger obligations raises concerns about the deal's structure and potential benefits. Investors should consider whether Aditxt's technology pipeline justifies the ongoing dilution and if the company can achieve meaningful milestones with this funding. The biotech sector's high cash burn rates and long development timelines make it important for Aditxt to demonstrate clear progress and a path to profitability to maintain investor confidence.

Corporate Finance Expert

This at-the-market offering reflects Aditxt's strategic use of its shelf registration to quickly access capital. While the $1.2 million raised is relatively small, it provides immediate liquidity without the time and expense of a traditional underwritten offering. However, the pricing at $1.06 per share suggests demand and potential downward pressure on the stock. The inclusion of pre-funded warrants adds complexity to the capital structure and could lead to future dilution. The $500,000 earmarked for merger obligations with Evofem Biosciences is concerning, as it represents a significant portion of the proceeds and may indicate challenges in completing the merger. Investors should carefully evaluate Aditxt's burn rate and development timeline to assess if this funding will be sufficient to reach key milestones.

MOUNTAIN VIEW, Calif.--(BUSINESS WIRE)-- Aditxt, Inc., (NASDAQ: ADTX) ("Aditxt" or the "Company"), an innovation company developing and commercializing technologies with a focus on monitoring and modulating the immune system, today announced that it has entered into a securities purchase agreement with certain institutional investors for the purchase and sale of an aggregate of 1,130,189 shares of common stock (or common stock equivalents in lieu thereof) at a purchase price of $1.06 per share (or common stock equivalents in lieu thereof) in a registered direct offering priced at-the-market under Nasdaq rules. The offering is expected to close on or about August 9, 2024, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The gross proceeds from the offering are expected to be approximately $1.2 million, prior to deducting placement agent’s fees and other offering expenses payable by Aditxt. Aditxt intends to use $500,000 of the net proceeds from the offering to fund certain obligations under its Amended and Restated Merger Agreement with Evofem Biosciences, Inc. and the remainder for working capital and other general corporate purposes.

The shares of common stock, the pre-funded warrants and the shares of common stock underlying the pre-funded warrants described above are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-280757) that was filed with the Securities and Exchange Commission (the "SEC") on July 11, 2024, and declared effective on August 6, 2024. The offering of the shares of common stock and pre-funded warrants is made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the prospectus supplement, when available, may be obtained on the SEC’s website at http://www.sec.gov and may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Aditxt

Aditxt, Inc.® is an innovation platform dedicated to discovering, developing, and deploying promising 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 has a diverse innovation portfolio, including Adimune™, Inc., which is leading the charge in developing a novel class of therapeutics for retraining the immune system to combat organ rejection, autoimmunity, and allergies. Adivir™, Inc. focuses on enhancing national and population health and impacting public health globally. Pearsanta™, Inc., delivers rapid, personalized, and high-quality lab testing accessible anytime, anywhere, led by its CLIA-certified and CAP-accredited clinical laboratory based in Richmond, VA.

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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Investor and Media Contact

Mary O’Brien

mobrien@Aditxt.com

Source: Aditxt, Inc.

FAQ

What is the size and price of Aditxt's (ADTX) recent offering?

Aditxt (ADTX) announced a $1.2 million registered direct offering, selling 1,130,189 shares of common stock (or equivalents) at $1.06 per share to institutional investors.

When is Aditxt's (ADTX) offering expected to close?

Aditxt's (ADTX) offering is expected to close on or about August 9, 2024, subject to customary closing conditions.

How does Aditxt (ADTX) plan to use the proceeds from its recent offering?

Aditxt (ADTX) plans to use $500,000 of the net proceeds to fund obligations under its merger agreement with Evofem Biosciences, and the remainder for working capital and general corporate purposes.

Who is the placement agent for Aditxt's (ADTX) recent offering?

H.C. Wainwright & Co. is acting as the exclusive placement agent for Aditxt's (ADTX) recent registered direct offering.