Aditxt, Inc. Enters into Definitive Agreement to Acquire Evofem Biosciences, Inc., Creator of Phexxi , the First and Only FDA-Approved Hormone-Free Contraceptive Gel, to Address Diverse Reproductive Health Needs of Women

Aditxt, Inc. Enters into Definitive Agreement

to Acquire Evofem Biosciences, Inc., Creator of Phexxi , the First and Only FDA-Approved Hormone-Free Contraceptive Gel,

to Address Diverse Reproductive Health Needs of Women Globally

Evofem posted $13.4 million in net sales of

Phexxi for the first nine months of 2023;

Aditxt looks to accelerate Evofem into the global

non-hormonal birth control market valued at

$27.7 billion in 2022 and is projected to grow to $52.2 billion by 2031

RICHMOND, VA and SAN DIEGO, CA, December 12,

2023 - Aditxt, Inc. ("Aditxt" or the "Company") (NASDAQ: ADTX), a company dedicated to discovering,

developing, and deploying promising health innovations, and Evofem Biosciences, Inc. ("Evofem") (OTCQB: EVFM), a pioneer in

women's health, today announced the signing of a definitive agreement (the "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 $100 million (the "Transaction"). 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.

Revolutionizing Women's Reproductive

Evofem is a commercial-stage women's health company

with a strong focus on innovation. Evofem is the creator of the first and only FDA-approved hormone-free contraceptive gel, Phexxi

(lactic acid, citric acid, and potassium bitartrate). Phexxi empowers women with a convenient, discreet, and flexible

contraception method, putting control in their hands. By allowing on-demand usage within one hour before intercourse, Phexxi

addresses a critical need in the United States and global contraception market, offering women greater autonomy over their reproductive

Phexxi represents a groundbreaking

shift in women's healthcare, offering a non-daily, hormone-free contraceptive choice for the 23 million women who need alternatives to

traditional methods in the United States alone. Like male contraception, female contraception should be adaptable to personal needs -

not a daily burden, irrespective of actual necessity. This innovation not only challenges the decades-long norm of daily hormonal contraception

but empowers women with more personalized healthcare choices. Phexxi is a testament to the urgent need for more focused

innovation in women's health, ensuring choices are made for their benefit, not by chance or default.

Aditxt Unlocking Evofem's Global Potential

for Non-Hormonal Contraception

The global need for effective family planning

is evident, with nearly 1.1 billion women worldwide desiring contraception, according to the UN Department of Economic and Social Affairs.

This demand is mirrored in the significant market growth projections for non-hormonal birth control; Growth Plus Reports highlights an

increase from $27.7 billion in 2022 to $52.2 billion by 2031. The success of Phexxi in the U.S., with an 82% approval

rate for claims and escalating sales, reflects this rising demand. With Aditxt's acquisition of Evofem, there is an opportunity to leverage

this momentum, access untapped markets, and potentially capture a significant global market share. This move is poised to meet commercial

objectives and address a crucial aspect of women's healthcare. The power to decide when to have a family should rest firmly in each

woman's hands, aligning with her life choices and aspirations and thus playing a crucial role in shaping her economic and social future.

Furthermore, Evofem's consistent sales growth

aligns with the rising demand for innovative contraceptive solutions. The post-acquisition integration into the Aditxt platform will strengthen

Evofem's ability to enter global markets through organic expansion, product acquisitions, and licensing agreements, positioning it to

capture a substantial market share and address crucial women's healthcare needs globally.

Aditxt - A Platform for Accelerating

Promising Innovations

As a company focused on discovering, developing,

and deploying promising health innovations, Aditxt offers a dynamic environment dedicated to helping ground-breaking innovations thrive.

As a public company with global stakeholders, Aditxt aims to engage society in supporting innovations addressing autoimmunity, health

by the numbers, life-extending transplant technologies, population health, and now, with the proposed Evofem acquisition, women's

health, rendering its collaborative ecosystem a powerful tool for realizing the full potential of each subsidiary.

Amro Albanna, co-Founder, chairman, and CEO of

Aditxt, shared his insights on this announcement: "At Aditxt, our mission is to make promising innovations possible together. Evofem

represents precisely the kind of groundbreaking innovation that aligns with our mission. Aditxt will provide Evofem with a global platform

to amplify their transformative innovation in women's health. As we move forward, we aim to empower our shareholders to participate

in this journey through their votes. This approach ensures that our stakeholders are integral in advancing these vital health innovations

on the Aditxt platform, truly socializing how health innovations advance and impact lives worldwide."

"We are excited about the opportunity to

accelerate our growth trajectory, as a subsidiary of Aditxt, into a multi-product women's health franchise," said Evofem's

CEO, Saundra Pelletier. "We believe this Transaction is in the best interests of our shareholders and are confident that they and

the women we serve will benefit from our expanded offering and stronger voice."

Details of the Proposed Transaction

The Transaction is intended to create significant

strategic advantages for both companies. Evofem's growing revenue base may allow Aditxt to catalyze future growth by leveraging

synergies by and amongst Evofem, Aditxt, and Aditxt's other subsidiaries. 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 $5.0 million to Evofem's senior secured debtholder by year-end 2023, $8.0 million by September 2024, and up to an additional

$5 million thereafter.

Aditxt has also agreed to provide a $3.0 million

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.

The description of the business combination contained

herein is only a high-level summary. Additional information about the proposed Transaction, including a copy of the business combination

agreement, will be provided in a Current Report on Form 8-K to be filed by Aditxt with the Securities and Exchange Commission ("SEC")

and will be available at the SEC's website at www.sec.gov. In addition, Aditxt intends to file a registration statement on Form

S-4 with the SEC, which will include a proxy statement/prospectus and will file other documents regarding the proposed Transaction with

Aditxt is focused on discovering, developing,

and deploying life-changing health innovations. Aditxt's diverse portfolio includes Adimune , Inc., developing a new class

of therapeutics designed to retrain the immune system to address organ rejection, autoimmunity, and allergies; and Pearsanta , Inc.,

offering timely, convenient, and high-quality personalized lab testing anytime and anywhere, backed by its CLIA-certified and CAP-accredited

monitoring center. For more information, visit Aditxt.com.

About Evofem Biosciences, Inc.

Evofem is focused on 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

Aditxt is a registered trademark

and Adimune , Adivir , and Pearsanta are trademarks of Aditxt, Inc.

Phexxi is a registered trademark

of Evofem Biosciences, Inc.

1. United Nations Department of Economic and Social Affairs,

Population Division (2022). World Family Planning 2022: Meeting the changing needs for family planning: Contraceptive use by age

and method. UN DESA/POP/2022/TR/NO. 4. Accessed 29 November 2023 via