Ms. Jenna McNeil reports

APPILI THERAPEUTICS ANNOUNCES THIRD AMENDMENT TO ARRANGEMENT AGREEMENT AND PROVIDES UPDATED ON TRANSACTION WITH ADITXT

Appili Therapeutics Inc. has entered into a third amending agreement among the company, Aditxt Inc. and Adivir Inc. to amend the previously announced arrangement agreement dated April 1, 2024, among the parties (as amended on July 1, 2024, and July 17, 2024, pursuant to which Aditxt, through its wholly owned subsidiary, Adivir, will acquire all of the issued and outstanding Class A common shares of the company. For further information on the transaction, please see the company's news releases dated April 2, 2024, July 2, 2024, and July 18, 2024, which are available on the company's profile on SEDAR+.

Under the amending agreement, the arrangement agreement was amended to, inter alia: (i) change the outside date (as defined in the arrangement agreement) from Sept. 30, 2024, to Nov. 19, 2024; (ii) require the company to convene an annual and special shareholder meeting of the company to consider, among other things, the continuance (as defined herein) as promptly as practicable; (iii) change the deadline to convene a special shareholder meeting to consider the transaction from Sept. 30, 2024, to Nov. 6, 2024; (iv) change the deadline for Aditxt to complete the financing (as defined in the arrangement agreement) from Sept. 15, 2024, to Oct. 18, 2024; and (v) have the completion of the continuance as a condition to the completion of the arrangement.

A copy of the amending agreement will be available on the company's profile on SEDAR+.

To address certain regulatory matters relating to the transaction, as a preliminary matter to consummating the transaction, the company will continue from a corporation incorporated under the Canada Business Corporations Act to a corporation incorporated under the Business Corporations Act (Ontario). This will allow the company to consummate the transaction by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario). For further information on the continuance, please see the company's management information circular sent to shareholders in connection with the coming annual and special shareholder meeting to be held on Sept. 17, 2024, which will be made available on the company's profile on SEDAR+.

Lender approval

The company's senior secured lender, Long Zone Holdings Inc. (LZH), has provided certain waivers required pursuant to the terms of the loan agreement between the company and LZH. In connection with such waivers, Appili has agreed to pay LZH a cash payment equal to $18,000. Additionally, Appili and LZH agreed that Appili could fulfill its prior obligation to issue LZH an aggregate of $18,000 worth of Class A common shares of Appili prior to the closing of the transaction by way of a cash payment equal to $18,000.

About Appili Therapeutics Inc.

Appili Therapeutics is an infectious-disease biopharmaceutical company that is purposefully built, portfolio driven and people focused to fulfill its mission of solving life-threatening infections. By systematically identifying urgent infections with unmet needs, Appili's goal is to strategically develop a pipeline of novel therapies to prevent deaths and improve lives. The company is currently advancing a diverse range of anti-infectives, including an FDA-approved (U.S. Food and Drug Administration) ready-made suspension of metronidazole for the treatment of anti-microbial infections, a vaccine candidate to eliminate a serious biological weapon threat and a topical anti-parasitic for the treatment of a disfiguring disease. Led by a proven management team, Appili is at the epicentre of the global fight against infection.