UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 4, 2024
Aditxt,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-39336 |
|
82-3204328 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
737
N. Fifth Street, Suite 200 Richmond, VA |
|
23219 |
(Address of principal executive
offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (650) 870-1200
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☒ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, par value
$0.001 |
|
ADTX |
|
The Nasdaq Stock Market
LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
As
previously reported in a Current Report on Form 8-K filed by Aditxt, Inc. (the “Company”), on December 17, 2023, the
Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with
Pearsanta, Inc., a Delaware corporation and majority owned subsidiary of the Company (“Pearsanta”) and MDNA Life Sciences,
Inc., a Delaware corporation (“MDNA”), pursuant to which Pearsanta will acquire certain intellectual property and
other specified assets relating to MDNA’s early cancer detection platform (the “Acquired Assets”). Pursuant
to the Purchase Agreement, the consideration for the transaction was to consist of: (i) an upfront working capital payment of $500,000
(the “Upfront Working Capital Payment”), which is payable upon the satisfaction of certain conditions set forth in
the Purchase Agreement, (ii) a working capital payment at closing of $500,000, (iii) 50,000 shares of the Company’s common stock,
par value $0.001 per share (the “Company Common Stock”), (iv) a warrant (the “Company Warrant”)
to purchase 50,000 shares of Company Common Stock exercisable for a term of 5 years at an exercise price equal to the opening price per
share of the Company Common Stock as of the Closing Date (as defined below), and (v) 5,000 shares of Series A Preferred Stock, par value
$0.001 per share (the “Pearsanta Preferred Stock”), provided, however, that if the value of such Pearsanta Preferred
Stock, on an as-converted basis, at the time of the pricing of the Pearsanta common stock in connection with the sale of shares of Pearsanta
common stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the
Securities Act of 1933, as amended does not equal $25,000,000, an additional amount of Pearsanta Preferred Stock (“Additional
Pearsanta Preferred Stock”) so that the sum of the value of the Pearsanta Preferred Stock plus the Additional Pearsanta Preferred
Stock (if any) shall equal $25,000,000. The Pearsanta Preferred Stock shall have such rights, powers, and preferences as set forth in
the form of Certificate of Designation of Series A Preferred Stock, the form of which is attached as Exhibit D to the Purchase Agreement.
On
January 4, 2024, the Company, Pearsanta and MDNA entered into a First Amendment to Asset Purchase Agreement (the “First Amendment
to Asset Purchase Agreement”), pursuant to which the parties agreed to: (i) the removal of the Upfront Working Capital Payment,
(ii) the removal of the Closing Working Capital Payment (as defined in the Purchase Agreement”), and (iii) to increase the maximum
amount of payments to be made by Aditxt under the Transition Services Agreement (as defined below) from $2.2 million to $3.2 million.
On
January 4, 2024, Pearsanta and MDNA entered into a Transition Services Agreement (the “Transition Services Agreement”),
pursuant to which MDNA agreed that it would perform, or cause certain of its affiliates or third parties to perform, certain services
as described in the Transition Services Agreement for a term of three months in consideration for the payment by Pearsanta of certain
fees as provided in the Transition Services Agreement, in an amount not to exceed $3.2 million.
As
previously reported in a Current Report on Form 8-K filed by the Company, on December 11, 2023 the Company entered into an Agreement
and Plan of Merger (the “Merger Agreement”) with Adicure, Inc., a Delaware
corporation and wholly owned subsidiary of the Company (“Merger Sub”) and Evofem Biosciences, Inc., a Delaware corporation
(“Evofem”), pursuant to which, Merger Sub will be merged into and with Evofem (the “Merger”), with
Evofem surviving the Merger as a wholly owned subsidiary of the Company. On January 8, 2024, the Company, Adicure and Evofem entered
into the First Amendment to the Merger Agreement (the “First Amendment to Merger Agreement”), pursuant to which the
parties agreed to extend the date by which the joint proxy statement would be filed with the SEC until February 14, 2024.
The
foregoing descriptions of the Company Warrant, the First Amendment to Asset Purchase Agreement, and the First Amendment to Merger Agreement
are not complete and are qualified in their entirety by reference to the full text of Form of Company Warrant, the First Amendment to
Asset Purchase Agreement and the First Amendment to Merger Agreement, copies of which are filed as Exhibits 4.1, 10.1, and 10.2 , respectively,
to this Current Report on Form 8-K and are incorporated by reference herein.
Participants
in the Solicitation
The
Company and its executive officers, directors, other members of management, employees and Evofem may be deemed, under SEC rules, to be
participants in the solicitation of proxies from the Company’s shareholders with respect to the proposed transaction. Information
regarding the executive officers and directors of the Company is set forth in its definitive proxy statement for its 2022 annual meeting
filed with the SEC on July 20, 2023, as amended. More detailed information regarding the identity of potential participants, and
their direct or indirect interests, by securities holdings or otherwise, will be set forth in the Proxy Statement / Registration Statement
on Form S-4 and other materials to be filed with the SEC in connection with the Merger Agreement.
Cautionary
Note on Forward-Looking Statements
This
Current Report on Form 8-K contains certain forward-looking statements within the meaning of the “safe harbor “provisions
under the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained
in this Current Report on Form 8-K,
including statements regarding the Company’s or Evofem’s future results of operations and financial position are forward-looking
statements. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “target,” “intend,” “strategy,” “future,”
“opportunity,” “plan,” “may,” “should,” “will,” “would,” “will
be,” “will continue,” “will likely result,” and similar expressions. These statements are based
on various assumptions, whether or not identified in this Current Report on Form 8-K, and on the current expectations of the respective
management teams of the Company and Evofem and are not predictions of actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance,
a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict
and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company and Evofem.
These
forward-looking statements are subject to a number of risks including, but not limited to, the following risks relating to the proposed
transactions: (1) the risk that the proposed transactions may not be completed in a timely manner or at all, which may adversely affect
the price of the Company’s securities; (2) the failure to satisfy the conditions to the closing, including the approval by the
stockholders of the Company; (3) the ability to realize the anticipated benefits of the proposed transactions; and
(4) other risks and uncertainties indicated from time to time in the Company’s public filings with the SEC. If any of these risks
materialize or the Company’s and Evofem’s assumptions prove incorrect, actual results could differ materially from the results
implied by these forward-looking statements. You should carefully consider the risks and uncertainties described in the “Risk Factors”
section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and other documents we filed, or will file, including
the proxy statement/prospectus, with the SEC. There may be additional risks that neither the Company nor Evofem presently know, or that
the Company or Evofem currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect the Company’s and Evofem’s expectations, plans or forecasts of
future events and views as of the date of this Current Report on Form 8-K. The Company and Evofem anticipate that subsequent events and
developments will cause the Company’s and Evofem’s assessments to change. However, while the Company and Evofem may elect
to update these forward-looking statements at some point in the future, the Company and Evofem specifically disclaim any obligation to
do so, except as otherwise required by law. These forward-looking statements should not be relied upon as representing the Company’s
and Evofem’s assessments of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should
not be placed upon the forward-looking statements.
No
Offer or Solicitation
This Current
Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities
or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy any securities,
nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities Act.
Item
2.01 Completion of Acquisition or Disposition of Assets.
On
January 4, 2024 (the “Closing Date”), the Company completed its acquisition of the Acquired Assets and issued to MDNA
the Company Common Stock, the Company Warrants and the Pearsanta Preferred Stock. On January 8, 2024, the Company issued a press release
announcing the closing of the acquisition of the Acquired Assets, a copy of which is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01of this Current Report on Form 8-K in relation to (i) the Company Common Stock, (ii) the Company Warrants,
(iii) the shares of common stock issuable upon exercise of the Company Warrants, (iv) the Pearsanta Preferred Stock, and (v) the shares
of common stock of Pearsanta issuable upon conversion of the Pearsanta Preferred Stock, is incorporated by reference herein. Neither
the issuance of the Company Common Stock, the Company Warrants, the Pearsanta Preferred Stock or the shares of common stock issuable
upon exercise or conversion thereof, as applicable, were registered under the Securities Act of 193, as amended (the “Securities
Act”) or any state securities laws. The issuance of the Company Common Stock, Company Warrants, the Pearsanta Preferred Stock,
and the shares of common stock issuable upon the exercise or conversion thereof, as applicable, will be issued in
reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Exhibit |
4.1 |
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Form of Company Warrant |
10.1 |
|
First Amendment to Asset Purchase Agreement dated January 4, 2024 by and among Aditxt, Inc., Pearsanta, Inc., and MDNA Life Sciences, Inc. |
10.2 |
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First Amendment to Agreement and Plan of Merger dated as of January 8, 2024, by and among Aditxt, Inc., Adicure, Inc. and Evofem Biosciences, Inc. |
99.1 |
|
Press Release Dated January 8, 2024 |
104 |
|
Cover
Page Interactive Data File (embedded within the XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
ADITXT, INC. |
|
|
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Date: January 9, 2024 |
By: |
/s/ Amro Albanna |
|
|
Amro Albanna |
|
|
Chief Executive Officer |
4
Exhibit 4.1
NEITHER THIS SECURITY NOR THE
SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
COMMON STOCK PURCHASE WARRANT
ADITXT, INC.
Warrant Shares: 50,000 |
|
Initial Exercise Date: January 4, 2024 |
THIS COMMON STOCK PURCHASE WARRANT
(the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled,
upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof
(the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 4, 2029 (the “Termination
Date”) but not thereafter, to subscribe for and purchase from Aditxt, Inc., a Delaware corporation (the “Company”),
up to Fifty Thousand (50,000) shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The
purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Section 1. Issuance.
This Warrant was issued to the Holder pursuant to Section 2.3(c) of that certain Asset Purchase Agreement (the “Purchase Agreement”),
dated December 17, 2023, among the Company, Pearsanta, Inc. and MDNA Life Sciences, Inc.
Section 2. Exercise.
a) Exercise
of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on
or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted
by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within
the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section
2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified
in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank. No ink-original Notice of
Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be
required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the
Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which
case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final
Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number
of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder
in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the
number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within
one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that,
by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant
Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
b) Exercise
Price. The exercise price per share of Common Stock under this Warrant shall be $5.23, subject to adjustment hereunder (the “Exercise
Price”).
c)
Mechanics of Exercise.
i.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by
the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository
Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant
in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale
of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale
limitations pursuant to Rule 144, and otherwise by physical delivery of a certificate, registered in the Company’s share register
in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise
to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the
delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company
and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise
(such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed
for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised,
irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price is received within
the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery
of the Notice of Exercise. As used herein, “Standard Settlement Period” means the standard settlement period, expressed
in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date
of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior
to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the
Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the
Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment
of the aggregate Exercise Price is received by such Warrant Share Delivery Date.
ii. Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and
upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing
the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects
be identical with this Warrant.
iii. Rescission
Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)
by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.
iv. No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall,
at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the
Exercise Price or round up to the next whole share.
v. Charges,
Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental
expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant
Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,
that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for
exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition
thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent
fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing
corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.
vi. Closing
of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof.
d) Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise
as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting
as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence,
the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number
of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude
the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant
beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or
nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject
to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its
Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder,
it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section
13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the
extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation
to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is
exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s
determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates
and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation,
and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any
group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may
rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report
filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice
by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request
of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock
then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion
or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date
as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall
be 4.99% (or, upon election by the Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice
to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial
Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect
to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall
continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such
notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in
strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent
with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly
give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.
Section 3. Certain
Adjustments.
a) Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes
a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of
Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this
Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse
stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common
Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the
numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event
and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of
shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant
shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for
the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective
date in the case of a subdivision, combination or re-classification.
b) Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells
any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any
class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms
applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number
of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including
without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance
or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are
to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s
right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder
shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as
a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until
such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
c) Pro
Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution
of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including,
without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification,
corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after
the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent
that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise
of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation)
immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the
record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however,
that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial
Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership
of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance
for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership
Limitation).
d) Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions
effects any merger or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary, directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one
or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company
or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other
securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock or 50% or more of the
voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects
any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common
Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in
one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation,
a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other
Person or group acquires 50% or more of the outstanding shares of Common Stock or 50% or more of the voting power of the common equity
of the Company; provided, however, for avoidance of doubt, shall exclude the Company’s recently announced transaction with Evofem
Biosciences, Inc. (“Evofem”) pursuant to that certain Agreement and Plan of Merger with Adicure, Inc. and Evofem dated
December 11, 2023 (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder
shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence
of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this
Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation,
and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction
by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction
(without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination
of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among
the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.
If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then
the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such
Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor
(the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant in accordance
with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and
approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver
to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar
in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity
(or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard
to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the
exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant
to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise
price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental
Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction,
the Successor Entity shall be added to the term “Company” under this Warrant (so that from and after the occurrence or consummation
of such Fundamental Transaction, each and every provision of this Warrant and the other Transaction Documents referring to the “Company”
shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity
or Successor Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto and the
Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant and the other
Transaction Documents with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had
been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section
3(d) regardless of (i) whether the Company has sufficient authorized shares of Common Stock for the issuance of Warrant Shares and/or
(ii) whether a Fundamental Transaction occurs prior to the Initial Exercise Date.
e) Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes
of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the
number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.
f) Notice
to Holder.
i. Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly
deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number
of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.
ii. Notice
to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common
Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall
authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock
of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification
of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer of
all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into other securities,
cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs
of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall
appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption,
rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to
such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders
of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable
upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice
or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such
notice.
Section 4. Transfer
of Warrant.
a) Transferability.
Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of
Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights)
are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent,
together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent
or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required,
such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable,
and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing
the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary,
the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full,
in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers
an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised
by a new holder for the purchase of Warrant Shares without having a new Warrant issued.
b) New
Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company,
together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or
its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,
the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance
with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be
identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
c) Warrant
Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder
of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other
purposes, absent actual notice to the contrary.
d) Transfer
Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this
Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable
state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information
requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of
this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.
e) Representation
by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise
hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or
reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant
to sales registered or exempted under the Securities Act.
Section 5. Miscellaneous.
a) No
Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends
or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set
forth in Section 3.
b) Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case
of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include
the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make
and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.
c) Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted
herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.
d) Authorized
Shares.
The Company covenants
that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number
of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further
covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the
necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action
as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,
or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares
which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented
by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable
and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any
transfer occurring contemporaneously with such issue).
Except and to the
extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate
of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate
to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the
Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior
to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts
to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary
to enable the Company to perform its obligations under this Warrant.
Before taking any
action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price,
the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.
e) Jurisdiction.
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance
with the provisions of the Purchase Agreement.
f) Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions
upon resale imposed by state and federal securities laws.
g) Nonwaiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as
a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this
Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results
in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and
expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder
in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
h) Notices.
Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in
accordance with the notice provisions of the Purchase Agreement.
i) Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant
Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase
price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the
Company.
j) Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any
action for specific performance that a remedy at law would be adequate.
k) Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the
benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.
The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable
by the Holder or holder of Warrant Shares.
l) Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and
the Holder, on the other hand.
m) Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
n) Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.
********************
(Signature Page Follows)
IN WITNESS WHEREOF, the Company
has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.
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ADITXT, INC. |
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By: |
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Name: |
Amro Albanna |
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Title: |
Chief Executive Officer |
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NOTICE OF EXERCISE
(1) The
undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised
in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
(2) Payment
shall take the form of (check applicable box):
☐ in
lawful money of the United States
(3) Please
issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:
_______________________________
The Warrant Shares shall be delivered to the following
DWAC Account Number:
_______________________________
_______________________________
_______________________________
(4) Accredited Investor.
The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.
[SIGNATURE
OF HOLDER]
Name of Investing Entity: _______________________________________________________________________
Signature of Authorized Signatory of Investing
Entity: _________________________________________________
Name of Authorized Signatory: ___________________________________________________________________
Title of Authorized Signatory: ____________________________________________________________________
Date: _______________________________________________________________________________________
ASSIGNMENT FORM
(To assign the foregoing
Warrant, execute this form and supply required information. Do not use this form to purchase shares.)
FOR VALUE RECEIVED, the foregoing
Warrant and all rights evidenced thereby are hereby assigned to
Name: |
________________________________________ |
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(Please Print) |
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Address: |
________________________________________ |
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(Please Print) |
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Phone Number: |
________________________________________ |
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Email Address: |
________________________________________ |
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Dated: _______________ __, ______ |
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Holder’s Signature:__________________________ |
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Holder’s Address: __________________________ |
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Exhibit
10.1
FIRST
AMENDMENT TO ASSET PURCHASE AGREEMENT
This
First Amendment to the Asset Purchase Agreement (the “First Amendment”) is dated January 4, 2024, and made by and
among Aditxt, Inc., a corporation organized under the laws of the State of Delaware (“Parent”),
Pearsanta, Inc., a corporation organized under the laws of the State of Delaware (“Pearsanta”) (collectively, Parent
and Pearsanta, the “Purchaser Parties”), and MDNA Life Sciences, Inc., a corporation organized under the laws of the
State of Delaware (the “Company”). Capitalized terms used and not otherwise defined herein have the meanings set forth
in the Purchase Agreement (as such term is defined hereunder).
RECITALS:
WHEREAS,
the Purchaser Parties and the Company entered into an Asset Purchase Agreement dated December 17, 2023, pursuant to which Pearsanta agreed
to purchase the Acquired Assets from Company on the Closing Date (the “Purchase Agreement”); and
WHEREAS,
the Parties have each determined that an amendment to the Purchase Agreement is necessary and appropriate under the circumstances.
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as
follows:
AGREEMENT
The
parties hereto, intending to be legally bound, agree as follows:
| 1. | Amendments
to the Purchase Agreement. The Purchase Agreement is hereby amended as follows: |
| a. | Annex
I – Certain Definitions – is hereby amended and restated as follows: |
| i. | The
defined term “Closing Working Capital Payment” is hereby deleted in its entirety. |
| ii. | The
defined term “Transition Services Agreement” is hereby amended by replacing “$2,200,000”
with “$3,200,000”. |
| iii. | The
defined term “Upfront Working Capital Payment” is hereby deleted in its entirety. |
| b. | Section
2.2(b)(i) of the Purchase Agreement is hereby amended and restated as follows: |
“Parent
shall issue or cause to be issued, as applicable, the Aggregate Equity Consideration to the Company in the amounts set forth on Exhibit
A at Closing.”
| c. | Section
2.3(d), Section 2.2(e), Section 2.7, Section 7.1(g), and Section
8.5(a)(iii) are hereby deleted in their entirety. |
| d. | Exhibit
A is hereby amended and restated as follows: |
Company | |
Amount of Parent
Shares | | |
Amount of Shares
Underlying Parent
Warrants | | |
Amount of Pearsanta
(Preferred) Shares | |
MDNA Life Sciences, Inc. | |
| 50,000 | | |
| 50,000 | | |
| 5,000 | |
| 2. | Except
as expressly modified by this First Amendment, all other terms of the Purchase Agreement
are hereby ratified and shall remain in full force and effect. |
| 3. | This
First Amendment may be executed in any number of counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same document. A facsimile,
e-mail, or DocuSign copy of this First Amendment and any signatures hereon shall be considered
for all purposes as original. |
[Remainder
of Page Intentionally Left Blank. Signature Pages Follow.]
IN
WITNESS WHEREOF, this First Amendment has been duly executed as of the date set forth above.
PARENT: |
ADITXT, INC. |
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By: |
/s/
Amro Albanna |
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Name: |
Amro Albanna |
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Title: |
Chief Executive Officer |
PEARSANTA: |
PEARSANTA, INC. |
|
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By: |
/s/
Ernie Lee |
|
Name: |
Ernie Lee |
|
Title: |
Chief Executive Officer |
[Signature
Page to First Amendment to Asset Purchase Agreement]
IN
WITNESS WHEREOF, the parties have executed and caused this First Amendment to be executed and delivered on the date first above written.
THE COMPANY: |
MDNA LIFE SCIENCES, INC. |
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By: |
/s/
Chris Mitton |
|
Name: |
Chris Mitton |
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Title: |
President and Chief Executive Officer |
[Signature
Page to First Amendment to Asset Purchase Agreement]
Exhibit 10.2
THIS FIRST AMENDMENT, dated as of January
8, 2024 (this “Amendment”), to that certain Agreement and Plan of Merger dated as of December 11, 2023 (as amended
hereby, the “Merger Agreement”; and all defined terms used herein that are not otherwise defined herein shall have
the meanings set forth in the Merger Agreement), is entered into by and among Aditxt, Inc., a Delaware corporation (“Parent”),
Adicure, Inc., a Delaware corporation (“Merger Sub”) and Evofem Biosciences, Inc., a Delaware corporation (the Company”,
and, together with Parent and Merger Sub, the “Parties” and each, a “Party”).
WHEREAS, the Parties desire to amend the Merger
Agreement as set forth herein.
NOW, THEREFORE, in consideration for the promises
contained herein and the mutual obligations of the Parties, the receipt and sufficiency of which are hereby expressly acknowledged, the
Parties, intending to be legally bound, hereby agree as follows:
Article 1. Amendments.
Section 1.1 The
first sentence of Section 6.5(b) of the Merger Agreement is hereby amended and restated in its entirety as follows:
“The Company and Parent shall cooperate
in preparing and shall cause to be filed with the SEC, on or before February 14, 2024, a mutually acceptable Joint Proxy Statement relating
to the matters to be submitted to the holders of Company Common Stock at the Company Shareholders Meeting and the holders of Parent Common
Stock at the Parent Shareholders Meeting, which will set forth the Merger Consideration and Exchange Ratio as finally determined pursuant
to Section 3.1, and Parent shall prepare and file with the SEC the Registration Statement (of which the Joint Proxy Statement will be
a part).”
Article 2. Miscellaneous.
Section 2.1 Severability.
Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or
unenforceable.
Section 2.2 Ratifications.
The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in
the Merger Agreement and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Merger
Agreement are ratified and confirmed and shall continue in full force and effect. The Parties agree that the Merger Agreement shall
continue to be legal, valid, binding and enforceable in accordance with its terms.
Section 2.3 Entire
Agreement. This Amendment, the Merger Agreement and such other agreements, documents and instruments referred to in Section
9.6(a) of the Merger Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and
thereof, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such
subject matter.
Section 2.4 Miscellaneous.
The terms and provisions of Article IX of the Merger Agreement (other than Section 9.6(a), which Section 2.3 of this Amendment above
replaces for purposes of this Amendment) are incorporated herein by reference as if set forth herein and shall apply mutatis
mutandis to this Amendment.
IN WITNESS WHEREOF, the undersigned have executed
this Amendment as of the date first set forth above.
|
Aditxt, Inc. |
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By: |
/s/ Amro Albanna |
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Name: |
Amro Albanna |
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Title: |
CEO |
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Adicure, Inc. |
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By: |
/s/ Amro Albanna |
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|
Name: |
Amro Albanna |
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Title: |
CEO |
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Evofem Biosciences, Inc. |
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By: |
/s/ Saundra Pelletier |
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Name: |
Saundra Pelletier |
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Title: |
CEO |
Exhibit 99.1
Aditxt, Inc.’s Subsidiary Pearsanta, Inc.
Acquires MDNA Life Sciences Inc.’s Proprietary Mitomic™ Testing Platform Pioneering Early Disease and Cancer Detection in
a Transaction Valued at Approximately $25 Million
This strategic acquisition positions Pearsanta
for robust growth: expanding opportunities in women’s health, spanning endometriosis to ovarian cancer, and in men’s health
starting with prostate cancer
Richmond, Va., January 8, 2024 –
Aditxt, Inc. (“Aditxt” or the “Company”) (NASDAQ: ADTX), a company dedicated to discovering, developing, and deploying
promising health innovations, today announces that the Company and its subsidiary, Pearsanta, Inc., (“Pearsanta”) has acquired
MDNA Life Sciences Inc.’s (“MDNA”) proprietary, early disease and cancer detection platform. This strategic move
reinforces Pearsanta’s dedication to enhancing patient outcomes through early disease detection and the power of precision diagnostics.
The portfolio of assets to be acquired includes the pioneering MitomicTM technology that harnesses the unique attributes of
Mitochondrial DNA (“mtDNA”) to detect diseases at their earliest stages with precision and minimal invasiveness.
Empowering Precision Medicine: Pearsanta’s
Expansion
MDNA’s MitomicTM technology provides
a tool for identifying biomarkers associated with various diseases that lead to mtDNA mutations. The platform includes a rich biomarker
portfolio addressing a wide range of high-priority health concerns beyond oncology, extending into areas of substantial medical need.
The technology has uncovered promising biomarkers and generated an extensive in-silico database through advanced computer simulations.
Highlights from the asset portfolio include:
| ● | The Mitomic Endometriosis Test (MET™) is in development
as a blood-based assay for diagnosis of endometriosis. This test aims to provide early diagnostic insights, potentially reducing delays
in diagnosing endometriosis. |
| ● | Mitomic Prostate Test (MPT™), is currently under development
as a blood-based assay for diagnosis of prostate cancer. We believe that this test holds the potential to provide more specific and clinically
informative data especially in the prostate-specific antigen (PSA) grey zone. It aims to address the challenges of over-diagnosis and
mitigate risks associated with low-grade cancers. |
| ● | An extensive development pipeline including tests for various
cancers such as ovarian, lung, pancreatic, liver, breast, stomach, esophageal, and colorectal cancer. The overarching goal is to enhance
clinical outcomes by offering non-invasive or minimally invasive testing at the early stages of disease progression. |
Unlocking Vast Opportunities in Early Cancer
Detection
The global landscape of disease detection and
diagnosis is experiencing a seismic shift underpinned by advancements in precision medicine and liquid biopsy technologies. As highlighted
by Fortune Business Inside, the liquid biopsy sector is poised for exponential growth and is expected to surge from $8.01 billion in 2023
to $34.71 billion by 2030. Pearsanta will seek to introduce these transformative solutions that have the potential to reshape the terrain
of disease diagnosis and monitoring.
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The significant prevalence of endometriosis and
ovarian cancer, impacting women globally, underscores the far-reaching implications and the need for advanced diagnostic techniques. The
World Health Organization (WHO) emphasizes the significant prevalence of endometriosis, impacting roughly 1 in 10 women of reproductive
age worldwide. This highlights the far-reaching implications of these medical conditions on global health. Furthermore, in 2023, the American
Cancer Society anticipates around 288,300 new cases of prostate cancer in the United States alone. On a global scale, 2020 witnessed approximately
1,414,259 new prostate cancer diagnoses. We believe that these statistics underscore the pressing need for advanced diagnostic techniques.
The escalating demand for liquid biopsy solutions,
spanning both cancer and non-cancer diagnostics, presents an opportunity for Pearsanta to meet these clinical requirements. This represents
a chance not only to fill a critical gap in healthcare provision but also to enhance patient outcomes significantly.
Ernie Lee, CEO of Pearsanta, emphasizes the significance
of this transaction for the business, “Integrating these assets into our portfolio represents a significant milestone for Pearsanta.
It could open a world of possibilities to harness the unique power of Mitochondrial DNA in disease detection and precision medicine. We
believe that Mitochondrial DNA is an exceptional liquid biopsy technology, and our entry into this transaction underscores our dedication
to pioneering innovations that can significantly impact global patient care. Adding this asset portfolio represents a major stride forward
in our potential to empower individuals with the knowledge and tools they need to take control of their health. Our focus remains firmly
on delivering innovative solutions that enhance healthcare accessibility and transform the lives of individuals.”
Chris Mitton, MDNA’s CEO, commented on the
transaction, “We believe that this technology has the potential to redefine the landscape of disease diagnostics and that Pearsanta’s
platform, supported by its expertise and resources, can enable it to realize its full potential.”
In a strategic sequence, Aditxt is actively advancing
its mission to discover, develop, and deploy health innovations. The recent signing of a definitive agreement to acquire Evofem Biosciences,
Inc. underscores Aditxt’s commitment to expansion while fostering its subsidiaries’ growth, as evidenced by this acquisition
through its subsidiary Pearsanta. These transactions highlight a collaborative ecosystem where stakeholders are integral in propelling
vital health innovations that impact lives globally. Essentially, these strategic initiatives serve as the foundational elements of Aditxt’s
development, shaping an evolving narrative in the healthcare innovation landscape.
Amro Albanna, co-founder, chairman, and CEO of
Aditxt, adds, “The closing of this transaction to acquire MDNA’s platform is a deliberate move in our journey to accelerate
Pearsanta’s commercial business. We believe this transaction will expand Pearsanta’s offering and market opportunities in
2024 and beyond.”
Details of the Transaction
The consideration for this acquisition consists
of (i) 50,000 shares of Aditxt common stock, (ii) warrants to purchase 50,000 shares of Aditxt common stock, (iii) 5,000 shares of Pearsanta
preferred stock with a value of $25 million, and (iv) payments of up to $3.2 million to be made to MDNA under the transition services
agreement to fund certain obligations of MDNA in exchange for MDNA’s asset portfolio being transferred to Pearsanta.
The description of the transaction contained herein
is only a high-level summary. Additional information about the transaction, including a copy of the asset purchase agreement, can be found
in a Current Report on Form 8-K filed by Aditxt with the Securities and Exchange Commission (“SEC”) on December 21, 2023,
announcing the signing of the Asset Purchase Agreement. Additional information regarding the closing of the transaction will be provided
in a Current Report on Form 8-K to be filed by Aditxt with the SEC within four business days of the closing of the transaction. Each of
the Form 8-K’s will be available at the SEC’s website at www.sec.gov.
About Aditxt, Inc.
Aditxt is focused on discovering, developing,
and deploying promising 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; Adivir™, Inc., focused
on identifying, developing and commercializing new ways to treat infectious diseases; 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 Pearsanta, Inc.
Founded in January 2023 as an Aditxt subsidiary,
Pearsanta. is revolutionizing lab testing with its focus on convenience, speed, personalization, and quality. Specializing in biosample
collection, processing, and reporting, Pearsanta utilizes innovative technologies like point-of-care devices, lab-developed test assays,
and a data-driven analysis engine integrated with telemedicine. The company is developing a platform for at-home diagnostic testing, targeting
SARs, CoV-2, RSV, influenza, UTIs, and STIs, catering to employer groups and direct-to-consumer markets.
For more information, see Pearsanta.com
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 Company’s 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
ability to finance and execute on its strategic M&A initiatives; the Company’s ability obtain the necessary funding and
partner to commence clinical trials; 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 Company’s ability to raise additional capital;
the industry in which the Company operates; and the trends that may affect the industry or the Company. Forward-looking statements
are not guarantees of future performance and actual results may differ materially from those indicated by these forward-looking
statements as a result of various important factors, as well as market and other conditions and those risks more fully discussed in
the section titled “Risk Factors” in the Company’s most recent Annual Report on Form 10-K, as well as discussions
of potential risks, uncertainties, and other important factors in the Company’s other filings with the Securities and Exchange
Commission. All such statements speak only as of the date made, and the Company undertakes no obligation to update or revise
publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by
law.
Media Relations contact
mobrien@aditxt.com
Mary O’Brien
(516) 753-9933
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