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

Rhea-AI Summary

Aditxt, Inc. (NASDAQ: ADTX) has closed a $1.2 million registered direct offering priced at-the-market under Nasdaq rules. The offering involved the sale of 1,130,189 shares of common stock (or equivalents) at $1.06 per share. H.C. Wainwright & Co. acted as the exclusive placement agent. Aditxt plans to use $500,000 of the net proceeds to fund obligations under its Amended and Restated Merger Agreement with Evofem Biosciences, Inc., with the remainder allocated for working capital and general corporate purposes. The offering was made pursuant to a shelf registration statement on Form S-3 filed with the SEC.

Positive

• Successful closing of $1.2 million registered direct offering
• Funds raised to support merger agreement obligations and working capital

Negative

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

Financial Analyst

Aditxt's $1.2 million registered direct offering is a double-edged sword for investors. While it provides immediate capital, it comes at the cost of significant dilution. The offering price of $1.06 per share suggests weak market confidence, as it's likely below the current trading price. The company's need for frequent capital raises is concerning, indicating cash burn issues.

The allocation of $500,000 to fund merger obligations with Evofem Biosciences is intriguing but raises questions about the strategic direction and financial health of both companies. Investors should closely monitor how effectively Aditxt utilizes the remaining funds for working capital, as this will be important for its short-term sustainability.

Overall, this offering reflects Aditxt's precarious financial position and may signal challenges ahead in executing its business plan without further dilution.

Biotech Industry Analyst

Aditxt's focus on immune system monitoring and modulation places it in a high-potential but competitive field. However, the need for frequent capital raises through dilutive offerings suggests that the company's technologies may not be generating sufficient revenue or attracting substantial partnership interest yet.

The merger with Evofem Biosciences could potentially diversify Aditxt's portfolio, but it's important to assess the synergies between the two companies' technologies and pipelines. Investors should look for upcoming clinical or commercial milestones that could validate Aditxt's approach and justify its ongoing capital needs.

The biotech sector often requires significant upfront investment, but Aditxt's reliance on small, dilutive offerings rather than larger funding rounds or strategic partnerships may indicate confidence from institutional investors. This could pose challenges for long-term growth and competitiveness in the immune modulation space.

Market Strategist

This offering exemplifies the challenging funding environment for small-cap biotech companies in the current market. Aditxt's use of an at-the-market offering suggests a strategic approach to minimize market impact, but it also indicates options for more favorable financing terms.

The involvement of H.C. Wainwright & Co. as the exclusive placement agent is noteworthy, as they specialize in small-cap healthcare companies. However, the small size of the offering ($1.2 million) may not provide sufficient runway for significant operational progress.

Investors should be cautious of potential further dilution in the near future, given the company's ongoing cash needs and the partial allocation of funds to merger obligations. The market's reaction to this offering and any subsequent price movements will be important indicators of investor sentiment towards Aditxt's prospects and the broader small-cap biotech sector.

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 the closing of a previously announced registered direct offering price at-the-market under Nasdaq rules 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).

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

The gross proceeds from the offering were 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 were 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 was 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 was filed with the SEC. Electronic copies of the prospectus supplement 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

How much did Aditxt (ADTX) raise in its recent offering?

Aditxt (ADTX) raised approximately $1.2 million in gross proceeds from its recent registered direct offering.

What was the price per share for Aditxt's (ADTX) recent offering?

The purchase price for Aditxt's (ADTX) recent offering was $1.06 per share of common stock or common stock equivalent.

How will Aditxt (ADTX) 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, Inc., and the remainder for working capital and general corporate purposes.

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

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