Aditxt to acquire Evofem for $100M in stock

Aditxt (ADTX) and Evofem (EVFM) announced the signing of a definitive agreement under which Aditxt is to acquire Evofem in consideration of the issuance of a combination of common stock and preferred stock, and the assumption of certain senior indebtedness, having an aggregate amount of approximately $100M. Pending a successful transaction, it will also mark the establishment of a women’s health mission within Aditxt’s platform, aligning with global healthcare needs. The boards of directors of both companies have unanimously approved the transaction. Aditxt has assumed Evofem’s senior secured debt that was issued to the investor under the securities purchase and security agreement dated April 2020, as amended, and shall pay $5M to Evofem’s senior secured debtholder by year-end 2023, $8M by September 2024, and up to an additional $5M thereafter. Aditxt has also agreed to provide a $3M loan to Evofem between the date of signing of the agreement and closing and to cover Evofem’s legal costs related to the transaction. At closing, the holders of Evofem’s common stock will exchange their shares for an aggregate of 610,000 shares of Aditxt common stock. In addition, Aditxt has agreed to issue up to an aggregate of 89,126 shares of preferred stock to the holders of Evofem’s currently outstanding unsecured notes, purchase rights, certain warrants, and preferred stock. Upon closing of the Transaction, which is currently anticipated to occur in the first half of 2024, Evofem will be a wholly owned subsidiary of Aditxt, with the Evofem management team to receive equity grants in the subsidiary of up to ten percent on a fully diluted basis after closing, and will continue to be led by Saundra Pelletier, Chief Executive Officer of Evofem, and the current management team. The boards of directors of Aditxt and Evofem have unanimously approved the proposed Transaction. The transaction is subject to, among other things, the approval of both Aditxt and Evofem stockholders and satisfaction or waiver of the conditions stated in the Agreement.