Acquisition target Evofem reported revenue of $7.8 million for the six months ended June 30, 2024
Acquisition target Appili has received approximately $6.0 million of the total $14.0 million to date in a non-dilutive funding commitment from Dept of Defense
ADTX has a diverse portfolio that not only increases the potential for revenue generation but also reduces risk by not relying solely on one product or service
READ THE INVESTOR PRESENTATION HERE
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Hello Everyone,
We have something brand new for you to look at for Thursday’s session.
This is a company that we have never profiled before on this newsletter and are excited to put this one in front of you given some of the recent developments.
We want you to put ADTX on your radar right away.
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 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 closing. 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. The two acquisition targets, Evofem Biosciences, Inc. and Appili Therapeutics, Inc. have reported revenue of $7.8 million for the six months ended June 30, 2024. Additionally Appili has received approximately $6.0 million of the total $14.0 million to date in a non-dilutive funding commitment from the Department of Defense.
The company’s diverse innovation portfolio includes Adimune™, Inc., Adivir™, Inc., and Pearsanta™, Inc., which focus on retraining the immune system, treating infectious diseases, and offering high-quality lab testing, respectively. The diversity of the portfolio not only increases the potential for revenue generation but also reduces risk by not relying solely on one product or service.
Aditxt Delivers Shareholder Update and 2024 Year-End Plan
Acquisition target Evofem reported revenue of $7.8 million for the six months ended June 30, 2024
Acquisition target Appili has received approximately $6.0 million of the total $14.0 million to date in a non-dilutive funding commitment from DoD
Shelf registration statement and resale registration statement for Equity Line of Credit declared Effective by the SEC
Effected a 1-for-40 reverse split of its common stock, which was primarily intended to regain compliance with Nasdaq’s minimum bid price requirement
MOUNTAIN VIEW, Calif.–(BUSINESS WIRE)– Aditxt, Inc. (NASDAQ: ADTX) (“Aditxt” or the “Company”), an innovation platform dedicated to accelerating promising health innovations, today provided an update on its plans for 2024 year-end.
Business and Acquisitions
Aditxt’s two acquisition targets, Evofem Biosciences, Inc. (“Evofem”) (OTCQB: EVFM) and Appili Therapeutics, Inc. (“Appili”) (TSX: APLI; OTCPink: APLIF), have reported revenue of $7.8 million for the six months ended June 30, 2024. Appili has received approximately $6.0 million of the total $14.0 million to date in a non-dilutive funding commitment from the DoD. These funds, along with other potential funding sources, are anticipated to continue advancing the ATI-1701 program toward an Investigational New Drug (IND) submission to the U.S. Food and Drug Administration(FDA) in 2025.
Aditxt’s strategy is anchored in accelerating promising health innovations. With two subsidiaries in immune health and precision diagnostics already established, the proposed acquisitions of Evofem and Appili seek to further extend Aditxt’s presence into women’s health and public health, supporting its continued expansion.
The Company estimates it will require approximately $4 million in cash to fund its proposed acquisition of Evofem inclusive of the $1.8 million purchase of Common Shares, and Aditxt’s obligation to purchase an additional $2.28 million in Evofem Series F-1 Convertible Preferred Stock by October 31, 2024. In addition, the parties are expected to repay approximately $15.2 million to satisfy Evofem’s Senior Secured Note in conjunction with the closing. The Company also estimates it will require approximately $17 million in cash to fund its acquisition of Appili.
The closing of each of the transactions with Evofem and Appili 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 prior to and at closing. 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.
Capital Access & Nasdaq Compliance
A key element of Aditxt’s strategy revolves around maintaining its Nasdaq listing and securing sufficient capital to fund its existing operations and obligations and supporting its planned strategic growth initiatives. In support of this objective, the Company has filed a shelf registration statement on Form S-3, which has been declared effective by the U.S. Securities and Exchange Commission (SEC). This shelf registration statement covers the sale of up to $100 million in securities. At the time of filing of the registration statement on Form S-3, the market value of the Company’s public float was below $75 million, the maximum amount that the Company could sell was limited to 1/3 of its public float, which was approximately $2 million at that time. Should the Company’s public stock price and / or the number of shares in its public float increase, the amount that the Company may sell off of the shelf may increase. The Company also filed a resale registration statement covering the shares issuable under the Company’s Equity Line of Credit (the “Equity Line”), which was declared effective by the SEC. This registration statement covers the sale of up to $150 million of common stock, the maximum amount issuable under the Company’s Equity Line. The actual amount of common stock that the Company may sell under the Equity Line is subject to several limitations (certain of which may be waived by the Equity Line investor), including but not limited to, the Company’s stock price being equal to or greater than $1.00 and certain daily volume limitations equal to the lower of 100,000 shares or $200,000 for fixed purchases under the Equity Line, or up to $2 million daily for certain other VWAP-based purchases. The Equity Line investor is also prohibited from purchases which would result in ownership by such investor in excess of 4.99% of the Company’s then outstanding common stock.
Capital Table and Balance Sheet
The Company is making concerted efforts to clean up its balance sheet and capitalization table. As of the date hereof, the Company also has approximately $19 million in accounts payable and accrued expenses and approximately $7.8 million is owed to secured creditors. In August 2024, the Company entered into a letter agreement with the holders of its senior notes and shares of the Company’s Series C-1 Convertible Preferred Stock, pursuant to which the Company agreed that it would apply 40% of the net proceeds from: (i) any sales of securities utilizing its currently effective Shelf Registration Statement, (ii) sales of its common stock under its Equity Line, or (iii) any public offering of securities to make payments on such notes. In addition, pursuant to the Letter Agreement, commencing on the date that the senior notes have been repaid in full, the Company shall ratably redeem all holders of the Company’s then outstanding Series C-1 Convertible Preferred Stock in the aggregate amount of approximately $10.9 million, in an amount equal to 40% of the net proceeds raised from any shelf takedowns, any sales of common stock under the Equity Line or any public offering. In addition to the foregoing, in connection with any shelf takedown or public offering, in the event that a Series C-1 holder participates in such shelf takedown or a public offering, the Company shall use 50% of the gross proceeds received in such Shelf Takedown or public offering from such Series C-1 holder to redeem such Series C-1 Holder’s shares of Series C-1 Convertible Preferred Stock.
In addition, the Company has approximately $1.0 million in senior notes with an original maturity date of August 2024, which was extended to September 30, 2024, and $1.5 million in senior notes with a maturity date of October 7, 2024. The Company does not presently have sufficient capital to meet such obligations in full, nor can it provide any assurance that it will successfully raise such capital from its shelf registration statement, Equity Line, or otherwise to satisfy such obligations or meet its current operational needs.
“The closing of the two target acquisitions, maintaining our Nasdaq listing and accessing strategic capital, and reduction of debt and accounts payable, are key to our future plans,” said Amro Albanna, Chairman, Co-Founder, and CEO of Aditxt. “We understand the many challenges that lie ahead but believe that through our current efforts Aditxt will be well-positioned to meet transformational milestones in 2025 that will deliver value to our shareholders and stakeholders.”
Aditxt Announces Third Amendment to Arrangement Agreement with Appili Therapeutics
MOUNTAIN VIEW, Calif.–(BUSINESS WIRE)– Aditxt, Inc. (“Aditxt” or “the Company”) (NASDAQ: ADTX), an innovation platform dedicated to discovering, developing, and deploying promising health innovations, today announced that it had entered into a third amending agreement with Appili Therapeutics, Inc. (TSX: APLI; OTCPink: APLIF) (“Appili”), a biopharmaceutical company focused on developing innovative treatments and vaccines to combat some of the most challenging infectious diseases and potential bioterrorism threats.
Under the terms of the Arrangement Agreement announced on April 2, 2024, Aditxt, through its wholly-owned subsidiary Adivir, Inc., agreed to acquire all outstanding Class A common shares of Appili. Under the third amending agreement, the Arrangement Agreement was amended to, inter alia: (i) change the Outside Date (as defined in the Arrangement Agreement) from September 30, 2024 to November 19, 2024; (ii) require Appili to convene an annual and special shareholder’s meeting of Appili to consider, among other things, the Continuance (as defined below) as promptly as practicable; (iii) change the deadline to convene a special shareholders’ meeting to consider the Transaction from September 30, 2024 to November 6, 2024; (iv) change the deadline for Aditxt to complete the Financing (as defined in the Arrangement Agreement) from September 15, 2024 to October 18, 2024; and (v) have the completion of the Continuance as a condition to the completion of the Arrangement.
The transaction is conditional upon Aditxt raising at least US$20 million in financing before closing. In addition, completion of the transaction is subject to other customary conditions, including the receipt of all necessary court, regulatory, and stock exchange approvals. 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 Biosciences Announces Financial Results for the Second Quarter of 2024
— Improved loss from operations by 81% —
— Acquired SOLOSEC, a commercially attractive, single-dose oral antibiotic FDA-approved to treat two pervasive sexual health infections —
— Forged ex-U.S. commercial agreement for Phexxi in Middle East —
SAN DIEGO, Aug. 14, 2024 /PRNewswire/ — Women’s health innovator Evofem Biosciences, Inc. (“Evofem” or “the Company”) (OTCQB: EVFM) today announced financial results for the second quarter and first half of 2024. Highlights include:
- Acquired global rights to SOLOSEC® (secnidazole) 2g oral granules, a single-dose oral antibiotic FDA approved to treat two common sexual health infections – bacterial vaginosis and trichomoniasis.
- Licensed Phexxi® (lactic acid, citric acid and potassium bitartrate) commercial rights in the Middle East to Emirati pharmaceutical company Pharma 1 Drug Store.
- Partnered with leading telemedicine company Hello Alpha to add Phexxi to its commercial offering as a hormone-free contraception solution for women, especially those on GLP-1s and others looking for hormone-free birth control.
- Negotiated a 7.4% lower rebate on Phexxi prescriptions to Medi-Cal, the California state Medicaid program service covering more than 15.4 million lives.
- Launched a partnership with Modern Remedies, one of the top pharmacies in the Northeast, to dispense Phexxi.
- Strengthened intellectual property with the issuance and Orange Book listing of the fifth U.S. patent covering Phexxi.
- Delivered net sales of $4.2 million for the second quarter of 2024, an increase of 69% compared to the prior year quarter.
- Reduced total operating expenses to $5.5 million, a 43% decrease compared to the prior year quarter.
- Improved loss from operations 81% versus the prior year quarter to $1.4 million.
- Received $2.0 million from Aditxt, Inc. (Nasdaq: ADTX), including $1.0 million in May 2024 to reinstate the Merger Agreement and $1.0 million from the sale of preferred stock to Aditxt in July and August 2024. Under the recently amended and restated Merger Agreement, the companies are working to close the contemplated transaction in late 2024.
“Evofem continues to prove that with a disciplined and committed team we can maneuver through challenges in the market and successfully execute our strategy to expand and diversify our revenue stream. In addition to delivering strong second quarter results, we closed two transformative business development deals that will improve access to differentiated treatment options that impact women’s daily lives,” said Saundra Pelletier, CEO of Evofem Biosciences. “Women don’t need more choices; they need better ones, and Evofem will continue to deliver on that promise.”
Financial Results
For the three months ended June 30, 2024, net product sales were $4.2 million compared to $2.5 million in the prior year period. The 69% increase primarily reflects an atypically high volume of product returns in the prior year quarter, which was not repeated in the current period. An 8% increase in Phexxi ex-factory unit sales in the current period also contributed to the year-over-year growth.
Total operating expenses were $5.5 million, a decrease of 43% compared to the prior year period.
- Selling and marketing costs were essentially unchanged at $2.2 million for the second quarter of each year.
- General and administrative costs were $2.3 million, a decrease of 54% compared to the prior year quarter.
- Research and development costs were $0.3 million, a decrease of 33% compared to the prior year quarter.
- Cost of goods sold (COGS) were $0.8 million, a 66% decrease compared to the prior year period primarily due to two items that resulted in atypically high COGS in the second quarter of 2023: i) a recorded increase in the inventory excess and obsolescence reserve, and ii) the effect of re-packaging to reflect the extended shelf life approved by the FDA in June 2022.
As a result, operating loss improved to $1.4 million for the second quarter of 2024 as compared to an operating loss of $7.3 million in the second quarter of 2023.
Net income attributable to common stockholders was $1.3 million, or $0.02 per share, for the three months ended June 30, 2024, due to a gain in other income/expense related primarily to the fair value adjustment of the financial instruments. This compares to a net loss attributable to common shareholders of $8.6 million, or $(5.43) per share, for the prior year quarter.
Liquidity In May 2024, we received $1.0 million from Aditxt in consideration for reinstating and amending the Merger Agreement, as amended, between the companies (A&R Merger Agreement).
At June 30, 2024, Evofem had $0.7 million of restricted cash, as compared to $0.6 million of restricted cash at December 31, 2023.
In July and August 2024, we raised $1.0 million in aggregate net proceeds through the sale and issuance of 1,000 shares of Series F-1 Convertible Preferred Stock to Aditxt pursuant to the A&R Merger Agreement.
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.
In July 2024 Evofem broadened its commercial offering with the acquisition of SOLOSEC® (secnidazole) 2g oral granules, an FDA-approved oral antibiotic for the treatment of two sexual health diseases: bacterial vaginosis (BV), a common vaginal infection, in females 12 years of age and older, and trichomoniasis, a common sexually transmitted infection (STI), in people 12 years of age and older. SOLOSEC provides a complete course of therapy in just one dose.
In December 2023, Evofem entered into a Merger Agreement with Aditxt, Inc. (Nasdaq: ADTX) under which Aditxt intends to acquire Evofem. The parties amended and restated the Merger Agreement, as amended, in its entirety in July 2024 and are targeting to close in late 2024.
NEWS
Aditxt To Host Stakeholder Update and Q&A Session on Friday, October 11, 2024, at 11:30 AM Eastern Daylight Time4 hours agoAditxt Completes Third Parent Equity Investment Under Amended and Restated Merger Agreement With Evofem1 day agoAditxt Delivers Shareholder Update and 2024 Year-End Plan6 days agoAditxt, Inc. (NASDAQ: ADTX) Announces 1-for-40 Reverse Stock Split Effective at the Open of Trading on October 2, 2024Sep 27, 2024Evofem Biosciences Files Preliminary Proxy for Stockholder Approval of the Acquisition by AditxtSep 24, 2024Aditxt’s Subsidiary Pearsanta to Collaborate with Evofem Biosciences for Targeted U.S. Launch of Endometriosis Diagnostic in Mid-2025Sep 20, 2024Aditxt and Evofem Sign Second Amendment to Amended and Restated Merger Agreement, Target Closing of Acquisition in Fourth Quarter of 2024Sep 9, 2024Aditxt Subsidiary Pearsanta Submits a Grant Application Seeking to Advance Clinical Trials for Mitomic® Prostate Test, Targeting Early Detection in High-Risk PatientsSep 4, 2024Aditxt to Present at the H.C. Wainwright 26th Annual Global Investment Conference September 9th-11th, 2024Aug 29, 2024Aditxt’s Precision Health Subsidiary, Pearsanta, Appoints Christopher Mitton as President as it Seeks to Complete Clinical Validation Studies for its Mitomic® Endometriosis Test (MET™) and Mitomic® Prostate Test (MPT™)Aug 26, 2024Aditxt Announces Third Amendment to Arrangement Agreement with Appili TherapeuticsAug 21, 2024Evofem Biosciences Addresses the Impact of GLP-1 Medications on Oral Contraceptive Absorption and Introduces Phexxi as a Non-Oral SolutionAug 20, 2024Evofem Biosciences Announces Financial Results for the Second Quarter of 2024Aug 14, 2024Aditxt Announces the Successful Passage of all Proposals at Recent Annual Shareholders’ Meeting, Setting the Stage for 2024 and 2025 Strategic PlansAug 13, 2024Aditxt Announces $1.2 Million Registered Direct Offering Priced At-The-Market under Nasdaq RulesAug 9, 2024Aditxt Subsidiary Pearsanta Seeks Clinical Trial Translational Endpoints Research Award for Early Detection of Ovarian CancerAug 7, 2024Aditxt Signs Second Amendment to the Arrangement Agreement with Appili Therapeutics, Targeting September 30 Closing of the AcquisitionJul 25, 2024Evofem Signs Phexxi® License Agreement for Middle East with Pharma 1Jul 23, 2024Aditxt and Evofem Amend and Restate Merger Agreement, Targeting September 30 ClosingJul 17, 2024Hello Alpha Partners with Evofem to Offer Phexxi® as a Hormone-Free Contraception Solution on its Platform for Women’s HealthcareJun 27, 2024
MANAGEMENT TEAM
Amro Albanna
Co-founder and Chief Executive Officer
Founded eight startups to commercialize innovations in various industries including enterprise software, research incubation, GPS & wireless, nano sensors, consumer health and biotech. Led multiple M&A and going-public transactions as a founder, co-founder and/or senior executive.
Shahrokh Shabahang, MS, PhD
Co-founder, Chief Innovation Officer, Board Member
20+ years of experience commercializing life science technologies focused on product and clinical development in the fields of microbiology and immunology.
Corinne Pankovcin, CPA, MBA
Chief Commercialization Officer
Served as Chief Financial Officer for several world class organizations including; Business Development Corporation of America (“BDCA”), BlackRock Kelso Capital (NASDAQ BKCC) and AIG Capital Partners. Responsible for executing portfolio investments and managing significant M&A transactions throughout her career.
Thomas J. Farley, CPA
Chief Financial Officer
From December 2015 to June 2020, Mr. Farley was the Controller and Treasurer of Business Development Corporation of America (“BDCA”), a publicly listed business development company. Prior thereto, from January 2011 to August 2015, Mr. Farley was the Senior Controller of Blackrock Capital Investment Corporation (NASDAQ: BKCC). Prior to joining BlackRock Capital Investment Corporation, Mr. Farley was a Senior Controller for PineBridge Investments Emerging Markets practice. Mr. Farley was also an Accounting Manager for Bessemer Venture Partners prior to his tenue at PineBridge. Mr. Farley began his career with PricewaterhouseCoopers LLP, from 1996 to 2001. Mr. Farley earned his B.S. in Accounting from Long Island University and is a Certified Public Accountant.
Jennifer Lee
Director, Human Resources
Jennifer has over twenty years human resources experience in public and private companies with over eight years in diagnostic laboratories. Jennifer’s employee relations expertise coupled with her knowledge of state and federal employment laws allow her to mitigate risk while building an HR infrastructure through technology, compliance, and most importantly people.
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