Mr. Amro Albanna of Aditxt reports

ADITXT DELIVERS SHAREHOLDER UPDATE AND 2024 YEAR-END PLAN

Aditxt Inc. has provided an update on its plans for year-end 2024 that include the acquisition of Appili Therapeutics Inc.

Business and acquisitions

Aditxt's two acquisition targets, Evofem Biosciences Inc. and Appili, have reported revenue of $7.8-million for the six months ended June 30, 2024. Appili has received approximately $6.0-million of the total $14.0-million to date in a non-dilutive financing commitment from the Department of Defence. These funds, along with other potential financing sources, are anticipated to continue advancing the ATI-1701 program toward an investigational new drug submission to the U.S. Food and Drug Administration in 2025.

Aditxt's strategy is anchored in accelerating promising health innovations. With two subsidiaries in immune health and precision diagnostics already established, the proposed acquisitions of Evofem and Appili seek to further extend Aditxt's presence into women's health and public health, supporting its continued expansion.

The company estimates it will require approximately $4-million in cash to finance its proposed acquisition of Evofem inclusive of the $1.8-million purchase of common shares and Aditxt's obligation to purchase an additional $2.28-million in Evofem Series F-1 convertible preferred stock by Oct. 31, 2024. In addition, the parties are expected to repay approximately $15.2-million to satisfy Evofem's senior secured note in conjunction with the closing. The company also estimates it will require approximately $17-million in cash to finance its acquisition of Appili.

The closing of each of the transactions with Evofem and Appili is subject to several conditions, including, but not limited to: approval of the transactions by the respective target shareholders and Aditxt raising sufficient capital to finance its obligations prior to and at closing. No assurance can be provided that all of the conditions to closing will be obtained or satisfied or that either of the transactions will ultimately close.

Capital access and Nasdaq compliance

A key element of Aditxt's strategy revolves around maintaining its Nasdaq listing and securing sufficient capital to finance its existing operations and obligations and supporting its planned strategic growth initiatives. In support of this objective, the company has filed a shelf registration statement on Form S-3, which has been declared effective by the U.S. Securities and Exchange Commission. This shelf registration statement covers the sale of up to $100-million in securities. At the time of filing of the registration statement on Form S-3, the market value of the company's public float was below $75-million, and the maximum amount that the company could sell was limited to one-third of its public float, which was approximately $2-million at that time. Should the company's public stock price and/or the number of shares in its public float increases, the amount that the company may sell off of the shelf may increase. The company also filed a resale registration statement covering the shares issuable under the company's equity line of credit, which was declared effective by the SEC. This registration statement covers the sale of up to $150-million of common stock, the maximum amount issuable under the company's equity line. The actual amount of common stock that the company may sell under the equity line is subject to several limitations (certain of which may be waived by the equity line investor), including, but not limited to, the company's stock price being equal to or greater than $1 and certain daily volume limitations equal to the lower of 100,000 shares or $200,000 for fixed purchases under the equity line, or up to $2-million daily for certain other volume-weighted average price based purchases. The equity line investor is also prohibited from purchases which would result in ownership by such investor in excess of 4.99 per cent of the company's then outstanding common stock.

Capital table and balance sheet

The company is making concerted efforts to clean up its balance sheet and capitalization table. As of the date hereof, the company also has approximately $19-million in accounts payable and accrued expenses, and approximately $7.8-million is owed to secured creditors. In August, 2024, the company entered into a letter agreement with the holders of its senior notes and shares of the company's Series C-1 convertible preferred stock, pursuant to which the company agreed that it would apply 40 per cent of the net proceeds from: (i) any sales of securities utilizing its currently effective shelf registration statement; (ii) sales of its common stock under its equity line; or (iii) any public offering of securities to make payments on such notes. In addition, pursuant to the letter agreement, commencing on the date that the senior notes have been repaid in full, the company shall rateably redeem all holders of the company's then outstanding Series C-1 convertible preferred stock in the aggregate amount of approximately $10.9-million, in an amount equal to 40 per cent of the net proceeds raised from any shelf takedowns, any sales of common stock under the equity line or any public offering. In addition to the foregoing, in connection with any shelf takedown or public offering, in the event that a Series C-1 holder participates in such shelf takedown or a public offering, the company shall use 50 per cent of the gross proceeds received in such shelf takedown or public offering from such Series C-1 holder to redeem such Series C-1 holder's shares of Series C-1 convertible preferred stock.

In addition, the company has approximately $1.0-million in senior notes with an original maturity date of August, 2024, which was extended to Sept. 30, 2024, and $1.5-million in senior notes with a maturity date of Oct. 7, 2024. The company does not currently have sufficient capital to meet such obligations in full, nor can it provide any assurance that it will raise such capital from its shelf registration statement or equity line, or otherwise satisfy such obligations or meet its current operational needs.

"The closing of the two target acquisitions, maintaining our Nasdaq listing and accessing strategic capital, and reduction of debt and accounts payable are key to our future plans," said Amro Albanna, chairman, co-founder and chief executive officer of Aditxt. "We understand the many challenges that lie ahead but believe that through our current efforts, Aditxt will be well positioned to meet transformational milestones in 2025 that will deliver value to our shareholders and stakeholders."

About Aditxt Inc.

Aditxt is an innovation platform dedicated to accelerating promising health innovations. Aditxt's ecosystem of research institutions, industry partners and shareholders collaboratively drives its mission to "make promising innovations possible together." The innovation platform is the cornerstone of Aditxt's strategy, where multiple disciplines drive disruptive growth and address significant societal challenges. Aditxt operates a unique model that democratizes innovation, ensures every stakeholder's voice is heard and valued, and empowers collective progress.

Aditxt currently operates two programs focused on immune health and precision health. The company plans to introduce two additional programs dedicated to public health and women's health. For these, Aditxt has entered into an arrangement agreement with Appili, which focuses on infectious diseases, and a merger agreement with Evofem. Each program will be designed to function autonomously while collectively advancing Aditxt's mission of discovering, developing and deploying innovative health solutions to tackle some of the most urgent health challenges. The closing of each of the transactions with Appili and Evofem is subject to several conditions, including, but not limited to, approval of the transactions by the respective target shareholders and Aditxt raising sufficient capital to finance its obligations at closing. No assurance can be provided that all of the conditions to closing will be obtained or satisfied or that either of the transactions will ultimately close.

We seek Safe Harbor.