Aditxt and Evofem Amend and Restate Merger Agreement, Targeting September 30 Closing
17 Luglio 2024 - 12:30PM
Business Wire
Evofem Acquires SOLOSEC, an FDA-Approved
Single-Dose Treatment for Bacterial Vaginosis and
Trichomoniasis
Aditxt, Inc. (“Aditxt”) (NASDAQ: ADTX), a company dedicated to
discovering, developing, and deploying promising health
innovations, announces this past Friday, July 12th, Aditxt, its
wholly owned subsidiary Adifem, Inc., and Evofem Biosciences,
Inc.’s (“Evofem”) (OTCQB: EVFM) amended and restated their Merger
Agreement. This amended and restated Merger Agreement, among
others, addresses pre-closing issues critical for Evofem’s future
success, including interim financing needs. The other revisions to
the Merger Agreement, alongside additional interim financing for
Evofem, include substituting cash for Aditxt’s common stock as the
consideration for Evofem’s common stock in the merger and
additional changes relating to it. Aditxt and Evofem are diligently
working to close the contemplated transaction in the second half of
2024.
The closing of the transaction between Aditxt and Evofem remains
subject to the successful satisfaction of a number of closing
conditions, including, but not limited to, Aditxt securing
sufficient financing to fund its obligations at closing. No
assurance can be given that all of the conditions to closing will
be obtained or satisfied or that the transaction will ultimately
close.
Evofem recently announced the acquisition of SOLOSEC®
(secnidazole) 2g oral granules from Lupin Limited. Under the
transaction terms, Lupin can receive a potential total
consideration of up to $84 million based on future contingent
milestones.
“Aditxt and Evofem share a common vision in recognizing and
valuing innovations like SOLOSEC that need additional support to
reach their full potential,” said Saundra Pelletier, Chief
Executive Officer of Evofem. “The expertise, focus, and tenacity of
Evofem's U.S. commercial organization have enabled us to deliver
consistent annual net sales growth for Phexxi since its launch.
With the addition of Aditxt's platform, we believe can accelerate
our growth trajectory and expand into a multi-product women's
health franchise. We are excited to harness these strengths and
leverage our physician relationships to re-launch and grow SOLOSEC,
which offers an attractive ‘one-and-done’ oral dosing regimen for
women with bacterial vaginosis and trichomoniasis.”
Amro Albanna, Co-Founder, Chairman, and CEO of Aditxt, commented
on this announcement, “The acquisition of SOLOSEC marks an
important milestone in Evofem’s evolution. We believe that SOLOSEC
is a valuable asset that diversifies Evofem’s portfolio and has the
potential to accelerate its evolution into a dynamic global women’s
health business that addresses significant health challenges. Our
commitment to supporting the expansion of Evofem’s portfolio with
additional products and broadening its market reach domestically
and internationally exemplifies how the Aditxt model operates. Our
confidence in Evofem’s potential has only strengthened, and we
firmly believe that, if supported by the right resources, they will
drive significant advancements in women’s health.”
About Aditxt, Inc.
Aditxt, Inc.® (“Aditxt”) (NASDAQ: ADTX) is a social 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
social 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
democratizing innovation, ensuring every stakeholder’s voice is
heard and valued, empowering 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 population health, impacting public health globally, and
Pearsanta™, Inc. delivers rapid, personalized, and high-quality lab
testing accessible anytime, anywhere, at their CLIA-certified and
CAP-accredited clinical laboratory based in Richmond, VA.
For more information see: www.aditxt.com
About SOLOSEC®
SOLOSEC® (secnidazole) 2 g oral granules is the first and only
single-dose oral prescription approved to treat both bacterial
vaginosis (BV), a common vaginal infection, in females 12 years of
age, and trichomoniasis, a sexually transmitted infection, in
people 12 years of age and older. Since trichomoniasis is a
sexually transmitted infection, sexual partners of infected
patients should be treated with the same dose and at the same time
to prevent reinfection. SOLOSEC is designed to be easy to take, and
one oral dose contains a complete course of treatment.1
Additional information about SOLOSEC® can be found at
www.SOLOSEC.com.
1SOLOSEC Package Insert
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 ability 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 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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version on businesswire.com: https://www.businesswire.com/news/home/20240717745987/en/
Media Relations: Mary O’ Brien mobrien@aditxt.com (516)
753-9933
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