Announcement • Oct 21
Aditxt, Inc. (NasdaqCM:ADTX) cancelled the acquisition of Evofem Biosciences, Inc. (OTCPK:EVFM) from Keystone Capital Partners LLC and others.
Aditxt, Inc. (NasdaqCM:ADTX) entered into an agreement and plan of merger to acquire Evofem Biosciences, Inc. (OTCPK:EVFM) from Keystone Capital Partners LLC and others on December 11, 2023. As consideration for the Merger, the Aditxt will (i) issue 610,000 shares of Aditxt common stock (ii) all issued and outstanding shares of Series E-1 Preferred Stock, par value $0.0001 of Evofem, other than any shares of Evofem Unconverted Preferred Stock held by the Aditxt or Merger Sub immediately prior to the Effective Time, will be converted into the right to receive an aggregate of 2,327 shares of Series A-1 Preferred Stock, par value $0.001 of the Aditxt (iii) execute an assignment agreement by and between Baker Brothers Life Sciences, L.P. and the Aditxt for the certain secured and unsecured promissory notes aggregately valued at $18 million. Aditxt 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. In addition, Aditxt has agreed to issue up to an aggregate of 89,126 shares of preferred stock to the holders of the Evofem’s currently outstanding unsecured notes, purchase rights, certain warrants, and preferred stock. 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. The closing issuance of Merger Shares may be adjusted pursuant to procedures set forth in the Merger Agreement, in connection with the finalization of exchange ratio of the Evofem and Aditxt shares. Upon closing of the transaction, 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 Evofem would be required to pay the Aditxt a termination fee of $4 million in connection with the Evofem accepting a Company Superior Proposal. On August 16, 2024, parties amended the agreement to change the funding date for the Third Parent Equity Investment Date from August 30, 2024 to the earlier of (i) September 6, 2024 or (ii) five business days of the closing of a public offering by Parent resulting in aggregate net proceeds to Parent of no less than $20,000,000.
The Transaction is subject to, among other things, the approval of both Aditxt and Evofem stockholders, to secure all required regulatory, third-party approvals, all preferred stock of Evofem other than the Evofem Unconverted Preferred Stock shall have been converted to Evofem Common Stock, the registration statement on Form S-4 shall be declared effective by the U.S. Securities and Exchange Commission and satisfaction or waiver of the conditions stated in the Agreement. The boards of directors of Aditxt and Evofem have unanimously approved the proposed Transaction. The transaction is currently anticipated to occur in the first half of 2024. As of March 27, 2024, the transaction is expected to close in the second half of 2024. As of August 14, 2024, the transaction is expected to close in late 2024. As of September 24, 2024, the transaction is expected to close in the fourth quarter of 2024. As of November 19, 2024, the company and Evofem entered into Amendment Agreement pursuant to which the End Date was extended from November 29, 2024 to January 31, 2025. As per filing on March 24, 2025 The Merger is to be consummated by September 30, 2025. As of June 9, 2025 Aditxt announced the appointment of Saundra Pelletier, CEO of Evofem Biosciences to Aditxt’s Board of Directors.
Richard Friedman and John Hempill of Sheppard, Mullin, Richter & Hampton LLP and Michael A. Adelstein of Kelley Drye & Warren LLP acted as legal advisors to Aditxt, Inc. Jennifer Trowbridge and Dennis Doucette of Procopio, Cory, Hargreaves & Savitch LLP acted as legal advisors to Evofem Biosciences, Inc. in the transaction. Young Kim of VStock Transfer LLC acted as transfer agent for Aditxt. Kingsdale Advisors acted as Information agent to Aditxt. Pacific Stock Transfer Company acted as transfer agent for Evofem Biosciences, Inc.
Aditxt, Inc. (NasdaqCM:ADTX) cancelled the acquisition of Evofem Biosciences, Inc. (OTCPK:EVFM) from Keystone Capital Partners LLC and others on October 20, 2025. The cancellation followed Evofem's termination notice, citing the expiration of the end date and the lack of shareholder approval.
