Aditxt Acquisition Target Evofem Biosciences Secures Investor Support Through Voting Agreements for Merger with Aditxt's Subsidiary Adifem

Aditxt, Inc. (NASDAQ: ADTX) (“Aditxt” or the “Company”), a social innovation platform dedicated to accelerating promising health innovations, announced today that its acquisition target, Evofem Biosciences, Inc. (“Evofem”) (OTCQB: EVFM), has secured voting agreements with certain of its investors to ensure they will vote in favor of the merger proposal at Evofem’s upcoming Special Meeting of Stockholders (the “Special Meeting”).

“We believe that the proposed merger represents a compelling opportunity to accelerate Evofem’s growth trajectory in women’s sexual and reproductive health as a subsidiary of Aditxt,” said Saundra Pelletier, CEO of Evofem.

“We are making steady progress towards completing this transaction, which will establish Aditxt’s women’s health mission,” said Amro Albanna, Chairman, Co-Founder, and CEO of Aditxt. “With Aditxt’s final pre-merger equity investment completed last week, we believe that these voting agreements are critical in ensuring that Evofem reaches a quorum at its upcoming special meeting and we hope it will lead to a successful passage of the merger proposal.”

Under the voting agreements, certain holders of Evofem’s Series E-1 Convertible Preferred Stock have agreed to vote the voting power of their shares, and certain holders of Evofem’s Convertible Notes have agreed to vote any Evofem common stock they hold as of the record date for the Special Meeting, in favor of the merger proposal.

Per the Amended and Restated Merger Agreement, as amended (the “A&R Merger Agreement”), between the companies, Aditxt’s subsidiary Adifem, Inc. is expected to merge with and into Evofem, with Evofem remaining as the surviving entity and a wholly owned subsidiary of Aditxt. The closing of the transactions is subject to several conditions, including approval of the transactions by a majority of the combined voting power of Evofem’s E-1 and Common Stock, voting together as a single class, at a meeting where quorum is present, and Aditxt raising sufficient capital to fund its obligations prior to and at closing.

On October 28, 2024, Aditxt invested $2.28 million in Evofem through the purchase of Evofem Series F-1 convertible preferred stock. This was the final pre-merger equity investment stipulated under the A&R Merger Agreement.

During its virtual stakeholder update on November 1, 2024, Aditxt discussed its current non-compliance with Nasdaq’s minimum bid price requirement and its expectation that it would be eligible for an additional 180 calendar days to regain compliance if its common stock closes below $1.00 for thirty consecutive days. As of the date of this release, Aditxt’s common stock has closed below $1.00 for 10 consecutive trading days. Aditxt is hereby clarifying such statement that it may be eligible for an additional 180 calendar days to regain compliance if it meets all other initial listing standards for The Nasdaq Capital Market. The Company remains subject to a Nasdaq Panel Monitor until December 29, 2024.

About Aditxt, Inc.

Aditxt, Inc.® is a social 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. (“Evofem”) (OTCQB:EVFM), a commercial stage company with revenues from two FDA-approved products. 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 at the closings of the respective transactions, which will require cash payments in the amounts of approximately $17 million and approximately $17 million (which includes approximately $15.2 million to satisfy certain senior indebtedness of Evofem), respectively. 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.

For more information, www.aditxt.com.

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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 number of common shares of Evofem that the investors with whom Evofem entered into the voting agreements will own on the record date for Evofem’s Special Meeting of Stockholders and therefore be entitled to vote in favor of the merger proposal; the date of Evofem’s Meeting of Stockholders; the likelihood that a quorum will be present at Evofem’s Meeting of Stockholders; the likelihood that the merger agreement will be approved at Evofem’s Meeting of Stockholders; Aditxt’s ability to secure the required funding to meet its closing obligations on terms favorable to the Company, if at all; Aditxt’s ability to regain and maintain compliance with Nasdaq listing standards; 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 and Quarterly Report on Form 10-Q, 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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