Aditxt Completes Third Parent Equity Investment Under Amended and Restated Merger Agreement With Evofem

Rhea-AI Summary

Aditxt (NASDAQ: ADTX) has completed the Third Parent Equity Investment in Evofem Biosciences (OTCQB: EVFM) under their Amended and Restated Merger Agreement. Aditxt purchased 460 shares of Evofem Series F-1 Convertible Preferred Stock for $460,000, bringing their total investment to $1.72 million. Aditxt plans to complete the Fourth Parent Equity Investment of $2.28 million by October 31, 2024.

Evofem has expanded from a single-product company to offering diversified solutions in women's health, including Phexxi (contraceptive gel) and SOLOSEC (antibiotic). They are preparing to launch the Mitomic Endometriosis Test in mid-2025 and have signed a licensing agreement with Pharma 1 Drug Store to bring Phexxi to the Gulf Cooperation Council region.

Aditxt aims to accelerate innovative health companies through its business platform, which includes subsidiaries Adimune (immune health) and Pearsanta (precision health). Both companies believe the merger will strengthen Evofem's ability to expand access to women's health products globally.

Positive

• Aditxt's total investment in Evofem reaches $1.72 million, with plans for an additional $2.28 million investment
• Evofem has diversified its product portfolio to include Phexxi, SOLOSEC, and the upcoming Mitomic Endometriosis Test
• Evofem signed a licensing agreement with Pharma 1 Drug Store to expand Phexxi into the GCC region
• The merger is expected to strengthen Evofem's ability to expand access to women's health products globally

Negative

• Evofem faces financial difficulties and market barriers
• Evofem has implemented cost-cutting measures
• Evofem's stock is currently traded on the OTCQB market, indicating potential financial or regulatory challenges

Insights

Financial Analyst

The completion of Aditxt's Third Parent Equity Investment in Evofem is a significant step in their strategic partnership. Aditxt invested $460,000 for 460 shares of Evofem's Series F-1 Convertible Preferred Stock, bringing their total investment to $1.72 million. This move demonstrates Aditxt's commitment to the merger and Evofem's future.

Evofem's transition from a single-product company to one with diversified offerings is noteworthy. Their portfolio now includes:

• Phexxi®: FDA-approved hormone-free contraceptive gel
• SOLOSEC®: FDA-approved antibiotic for bacterial vaginosis and trichomoniasis
• Mitomic® Endometriosis Test: planned launch in mid-2025

The international licensing deal with Pharma 1 Drug Store for Phexxi in the GCC region marks Evofem's first step towards global expansion and revenue diversification. This strategy could potentially open up new revenue streams and market opportunities.

However, investors should note that Evofem has faced financial difficulties and market barriers. The merger with Aditxt and the subsequent investments are aimed at providing the necessary resources and support for Evofem's growth strategy. The success of this merger and Evofem's ability to execute its expansion plans will be important for the company's future performance and potential return on investment.

Medical Research Analyst

Evofem's diversification into diagnostic testing with the Mitomic® Endometriosis Test (MET™) is a significant development. Endometriosis affects approximately 10% of reproductive-age women globally, yet it's often underdiagnosed or misdiagnosed. A non-invasive, blood-based test could revolutionize early detection and management of this condition.

The company's expansion from contraception (Phexxi®) to treatment (SOLOSEC®) and now diagnostics (MET™) creates a more comprehensive women's health portfolio. This diversification strategy could potentially:

• Reduce reliance on a single product
• Create synergies across product lines
• Address multiple unmet needs in women's health

The planned re-launch of SOLOSEC in the U.S. through a dedicated women's health commercial team could boost market penetration. However, success will depend on effective marketing strategies and differentiation in a competitive antibiotics market.

The company's focus on next-generation products to improve outcomes for women of all ages and life stages aligns with growing market demand for innovative women's health solutions. This approach, combined with Aditxt's resources and platform, could potentially accelerate Evofem's R&D efforts and market expansion, positioning it as a more comprehensive player in the women's health sector.

MOUNTAIN VIEW, Calif. & SAN DIEGO--(BUSINESS WIRE)-- Aditxt, Inc. (“Aditxt” ) (NASDAQ: ADTX), an innovation platform dedicated to accelerating promising health innovations, and Evofem Biosciences, Inc. (“Evofem”) (OTCQB: EVFM), a pioneer in women's health, today announced the completion of the Third Parent Equity Investment under the Amended and Restated Merger Agreement, as amended (the “Agreement”). This investment further strengthens the strategic and collaborative relationship between the two companies as they jointly seek to expand access to healthcare solutions for women globally.

Aditxt completed the Third Parent Equity Investment under the Agreement by purchasing 460 shares of Evofem Series F-1 Convertible Preferred Stock (“Evofem Preferred Stock”) for $460,000. The Company’s previous investments in Evofem total $1.72 million, in aggregate. Aditxt intends to complete the required Fourth Parent Equity Investment by purchasing an additional 2,280 shares of Evofem Preferred Stock for $2.28 million by October 31, 2024.

From Evofem

As we advance towards completing this transaction, we believe that transitioning to the Aditxt ecosystem will enable us to more effectively execute our strategy to improve women’s lives through healthcare solutions that address their unmet and underserved needs. Facing numerous challenges, from financial difficulties to market barriers, we have persevered by making tough decisions, implementing cost-cutting measures, and through sheer tenacity.

Evofem has transitioned from a single-product company to one with diversified offerings in prevention, treatment, and monitoring. Beginning with Phexxi® (lactic acid, citric acid and potassium bitartrate), our FDA-approved hormone-free contraceptive gel, we have expanded into treatment with the acquisition of SOLOSEC® (secnidazole) 2g oral granules, an FDA-approved single-dose oral antibiotic to treat bacterial vaginosis and trichomoniasis. Preparations are underway to re-launch SOLOSEC in the U.S. through our dedicated women’s health commercial team. In collaboration with Pearsanta, we are also preparing to launch the Mitomic® Endometriosis Test (MET™) in the U.S. in mid-2025. This non-invasive, blood-based diagnostic test uses a novel mitochondrial DNA biomarker to provide earlier and more accurate monitoring and diagnosis of endometriosis.

We are simultaneously advancing our strategy to maximize the potential of our women’s health products by forging commercial partnerships in international markets. Our recent licensing agreement with Pharma 1 Drug Store, Phexxi’s first global licensing deal, will bring Phexxi to the Gulf Cooperation Council (GCC) region, starting with the United Arab Emirates. This agreement is a significant milestone, setting the stage for continued global expansion and revenue diversification through strategic partnerships in additional international markets.

Building on this momentum, we plan to continue to deploy next-generation products to bridge gaps in women’s health and improve outcomes for women of all ages and life stages. With the completion of the Aditxt transaction and as part of Aditxt’s social innovation platform, we believe we will be better positioned to catalyze our growth, execute our mission, and substantially impact women’s health globally.

From Aditxt

At Aditxt, our mission is to accelerate the growth of innovative health companies addressing some of the most critical health challenges. We identify and seek to acquire companies that align with our mission and drive their development through our evolving business acceleration platform. We currently have two subsidiaries: Adimune, which focuses on immune health, and Pearsanta, which specializes in precision health by advancing the early detection of cancers and other diseases.

We believe that women’s health must remain in the hands of those committed to making a meaningful impact. With our stakeholders' support, we believe that following closing Evofem, we can continue to build on its recent progress and drive its mission to provide innovative healthcare solutions for women. Our platform has the potential to strengthen Evofem’s ability to expand access to essential products and improve women’s health globally.

We believe Evofem is on track to become a leader in women’s health and that our combined efforts, following closing, will continue to drive innovation, expand access, and improve health outcomes for women worldwide.

About Aditxt, Inc.

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

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 these, Aditxt has entered into an Arrangement Agreement with Appili Therapeutics Inc. (“Appili”) (TSX: APLI; OTCPink: APLIF), which focuses on infectious diseases, and a Merger Agreement with Evofem Biosciences, Inc. (OTCQB: EVFM). 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 the successful satisfaction of several closing conditions, including but not limited to approval of the transactions by the respective target shareholders and Aditxt raising sufficient capital to fund its obligations at closing of each of the transactions. No assurance can be given that all of the conditions to closing will be obtained or satisfied or that either of the transactions will ultimately close.

For more information, www.aditxt.com.

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

About Evofem Biosciences

Evofem Biosciences, Inc. 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. Learn more at phexxi.com and evofem.com.

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

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 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/20241008220991/en/

Media Relations Contact:

Mary O’Brien

mobrien@aditxt.com

(516) 753-9933

Amy Raskopf

media@evofem.com

(917) 673-5775

Source: Aditxt, Inc.

FAQ

What is the total amount Aditxt (ADTX) has invested in Evofem Biosciences?

Aditxt has invested a total of $1.72 million in Evofem Biosciences, with the most recent investment being $460,000 for 460 shares of Evofem Series F-1 Convertible Preferred Stock.

When is Aditxt (ADTX) planning to complete the Fourth Parent Equity Investment in Evofem?

Aditxt plans to complete the Fourth Parent Equity Investment of $2.28 million by purchasing 2,280 shares of Evofem Preferred Stock by October 31, 2024.

What new products has Evofem Biosciences added to its portfolio?

Evofem has expanded its portfolio to include Phexxi (a hormone-free contraceptive gel), SOLOSEC (an antibiotic for bacterial vaginosis and trichomoniasis), and is preparing to launch the Mitomic Endometriosis Test in mid-2025.

What international expansion has Evofem Biosciences achieved recently?

Evofem has signed a licensing agreement with Pharma 1 Drug Store to bring Phexxi to the Gulf Cooperation Council (GCC) region, starting with the United Arab Emirates.