Full Press Release Details
Signs Share Exchange Agreement to Acquire AiPharma
the transaction would be the first step in establishing commercial presence in infectious disease therapeutics and transforming Aditxt
into a global biotech company
VA - December 28, 2021 - Aditxt Inc. (Nasdaq: ADTX), a biotech innovation company with a mission to improve the health
of the immune system has signed a share exchange agreement to acquire AiPharma Global Holdings LLC, a wholly-owned subsidiary of AiPharma
Group Ltd. ("AiPharma"). The share exchange agreement contemplates that the transaction would involve two steps. First, an
initial closing is expected to occur upon the satisfaction of certain conditions no later than January 31, 2022, at which Aditxt will
acquire 9.5% of the issued and outstanding equity interests in AiPharma in exchange for the issuance of approximately 4.8 million shares
of common stock of Aditxt and a cash payment of $250,000. Second, Aditxt would then acquire the remaining 90.5% of the issued and outstanding
equity interests in AiPharma in exchange for the issuance of approximately 39.9 million shares of common stock of Aditxt and a cash payment
of $250,000 at a secondary closing, subject to the satisfaction or waiver of certain conditions to closing, including, but not limited
to, shareholder and Nasdaq approval.
and CEO Amro Albanna commented, "We are taking steps that we believe will transform
Aditxt into a fully-integrated commercial-stage global biopharmaceutical business, with focus on all aspects of immune diagnosis and therapeutics.
The proposed transaction with AiPharma, would commercially establish Aditxt in the infectious disease space complementing our current
therapeutic programs in autoimmunity, dermatology, organ transplantation, and central nervous system. This transaction mirrors the parallel
steps we are taking in immune diagnosis with the recently announced intent to acquire a company in the Point-of-Care space which would
technologically and commercially complement AditxtScore . These combined transactions would
allow us to execute our strategy of growth, global expansion, and product portfolio diversification, consistent with our priorities to
advance our immune monitoring and treatment technologies to advance human health globally. We look forward to working with the AiPharma
team to bring valuable therapeutic options to extend and improve the quality of life of millions of patients."
our launch, AiPharma has worked to develop and deliver transformative solutions to patients around the world. We remain committed
and steadfast in bringing an effective broad spectrum anti-viral treatment to the market while leveraging our strong pipeline of opportunities
and our commercial network," stated Alessandro Gadotti, Chief Executive officer of AiPharma. "The acquisition of AiPharma,
with our strong commercial portfolio and robust pipeline, will support Aditxt's near-term ambition to develop novel therapies and
technologies in areas of immunology with a high unmet medical need. We are delighted at the prospect of being acquired by Aditxt at this
exciting juncture in their journey; AiPharma will help fuel strategic growth and deliver future pipeline and M&A activities so that
even more patients can access critical medicines and technologies now and in the future."
description of the proposed transaction contained herein is only a high-level summary. Additional information about the proposed transaction,
including a copy of the share exchange 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 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, including a proxy statement/prospectus, and will file other documents
regarding the proposed transaction with the SEC.
The definitive agreement follows Aditxt's
prior announcement on August 25, 2021, of its intention to acquire AiPharma and Aditxt's bridge loan funding to AiPharma, subject
to certain closing conditions. There is no assurance that Aditxt's acquisition of AiPharma will be completed.
Aditxt is developing technologies focused on improving
the immune system's health through immune monitoring and reprogramming. Aditxt's immune monitoring technology is designed to provide
a personalized, comprehensive immune system profile. Aditxt's immune reprogramming technology is currently at the pre-clinical stage.
It is designed to retrain the immune system to induce tolerance to address rejection of transplanted organs, autoimmune diseases, and
For more information, please visit: www.aditxt.com
AiPharma is a commercial-stage biopharmaceutical
company focused on developing oral therapies to address the unmet medical needs of patients with life-threatening viral diseases. Leveraging
a deep understanding of antiviral drug development, nucleotide chemistry, biology, biochemistry, and virology, AiPharma has built a nucleotide
prodrug platform to develop novel product candidates to treat single-stranded ribonucleic acid, or ssRNA, viruses, which are a prevalent
cause of severe viral diseases. Currently, AiPharma is focused on the clinical and commercial development of orally available, potent,
and selective nucleotide prodrugs for difficult-to-treat, life-threatening viral infections, including severe acute respiratory syndrome
coronavirus 2 (SARS-CoV-2), the virus that causes COVID-19, dengue virus, hepatitis C virus (HCV) and respiratory syncytial virus (RSV).
AiPharma holds directly, or through its affiliates
worldwide (excluding Japan), exclusive rights to Avigan (Favipiravir) and all other formulations of the molecule. This broad-spectrum
oral antiviral drug targets COVID-19 and 11 classes of infectious diseases. Regulatory approval for the indication of COVID-19 and / or
influenza has been granted in Mexico, Japan, Thailand, Malaysia, UAE, Morocco, Indonesia, India, and United Arab Emirates. Countries purchasing
on a Compassionate Patient Basis include the United Kingdom, Hungary, and Saudi Arabia.
For more information, please visit www.aipharmalab.com.
Important Information About the Proposed Transaction
and Where to Find It
This press release relates to a proposed transaction
between Aditxt and AiPharma. This press release does not constitute an offer to sell or exchange, or the solicitation of an offer to buy
or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale, or exchange would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the transaction
described herein, Aditxt intends to file relevant materials with the SEC including a registration statement on Form S-4, which will include
a prospectus with respect to the combined company's securities to be issued in connection with the business combination and a proxy
statement with respect to the stockholder meeting of Aditxt to vote on the business combination. Promptly after the registration statement
is declared effective by the SEC, Aditxt will mail the definitive proxy statement/prospectus and a proxy card to each stockholder as record
date for the meeting of Aditxt's stockholders be established for voting on the proposed business combination. Aditxt urges its investors,
stockholders, and other interested persons to read, when available, the preliminary proxy statement/prospectus as well as other documents
filed with the SEC because these documents will contain important information about Aditxt, AiPharma, and the business combination. Once
available, stockholders will also be able to obtain a copy of the Form S-4, including the proxy statement/prospectus, and other documents
filed with the SEC without charge, by directing a request to Aditxt, Attn: Amro Albanna, 737 N. Fifth Street, Suite 200, Richmond, VA
23219. The preliminary and definitive proxy statement/prospectus to be included in the registration statement, once available, can also
be obtained, without charge, at the SEC's website (www.sec.gov).
Participants in the Solicitation
Aditxt and its directors and executive officers may be deemed participants
in the solicitation of proxies from Aditxt's stockholders concerning the business combination. Information about Aditxt's
directors and executive officers and a description of their interests in Aditxt will be included in the proxy statement/prospectus for
the proposed transaction and be available at the SEC's website (www.sec.gov).
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 Aditxt's (the "Company") 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 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 industry in which the Company operates; and the trends that may affect the industry or
the Company. These forward-looking statements are subject to a number of risks including, but not limited to, the following risks relating
to the proposed transaction: (1) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely
affect the price of Aditxt's securities; (2) the failure to satisfy the conditions to closing the proposed transaction, including
the approval by the stockholders of Aditxt and AiPharma; (3) the outcome of any legal proceedings that may be instituted related to the
proposed transaction; (4) the ability to realize the anticipated benefits of the proposed transaction; (5) the risk that the product candidates
that AiPharma is developing may not progress through clinical development or receive regulatory approvals within expected timelines or
at all; (6) the risk that AiPharma's clinical trials may not confirm any safety, efficacy or other product characteristics that
would enable subsequent clinical trials; (7) the risk that AiPharma will be unable to successfully market or gain market acceptance of
its product candidates, if approved; (8) the risk that AiPharma's product candidates may not be beneficial to patients or successfully
commercialized, if approved; (9) the risk that AiPharma has overestimated the size of the target patient population, their willingness
to try new therapies and the willingness of physicians to prescribe these therapies; (10) the effects of competition on AiPharma's
business; (11) the risk that third parties on which AiPharma depends for clinical trials and other critical services will fail to perform
satisfactorily; (12) the risk that AiPharma may not be able to recruit and retain qualified personnel; (13) the risk that AiPharma's
business, operations, clinical development plans and timelines, and supply chain could be adversely affected by the effects of health
epidemics, including the ongoing COVID-19 pandemic; (14) the risk that AiPharma will be unable to obtain and maintain sufficient intellectual
property protection for its drug products or will infringe the intellectual property protection of others; (15) the risk the combined