Evofem Biosciences Files Preliminary Proxy for Stockholder Approval of the Acquisition by Aditxt

September 24, 2024 at 08:15 AM EDT

Companies Targeting Closing in Fourth Quarter of 2024

Aditxt, Inc. (NASDAQ: ADTX) (“Aditxt” or the “Company”), an innovation platform dedicated to accelerating promising health innovations, today announced that its acquisition target, Evofem Biosciences, Inc. (“Evofem”) (OTCQB: EVFM), today filed a preliminary proxy to seek stockholder approval of transactions contemplated under the Amended and Restated Merger Agreement dated as of July 12, 2024 (the “Merger Agreement”), with Aditxt and Adifem, Inc., a wholly-owned subsidiary of Aditxt (“Adifem”), pursuant to which, and on the terms and subject to the conditions thereof, Adifem will merge with and into Evofem, with Evofem surviving as a wholly owned subsidiary of Aditxt.

Assuming the proposal is approved by Evofem stockholders and other closing conditions are met, including but not limited to the Company raising sufficient capital to fund its obligations at closing, the companies are targeting closing the transaction in the fourth quarter of 2024. 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.

About Evofem Biosciences, Inc.

Evofem is commercializing innovative products to address unmet needs in women's sexual and reproductive health. The Company's first FDA-approved product, Phexxi ^®(lactic acid, citric acid and potassium bitartrate) , is a hormone-free, on-demand prescription contraceptive vaginal gel. It comes in a box of 12 pre-filled applicators and is applied 0-60 minutes before each act of sex. In July 2024, Evofem broadened its commercial offering with the acquisition of SOLOSEC® (secnidazole) 2g oral granules , an FDA-approved oral antibiotic for the treatment of two sexual health diseases: bacterial vaginosis (BV), a common vaginal infection in females 12 years of age and older, and trichomoniasis, a common sexually transmitted infection (STI), in people 12 years of age and older. SOLOSEC provides a complete course of therapy in just one dose.

LinkedIn: https://www.linkedin.com/company/evofem

Facebook: http://www.facebook.com/Evofem

X (f/k/a Twitter): https://x.com/Evofem

Phexxi ^®and SOLOSEC ^®are registered trademarks of Evofem Biosciences, Inc.

About Aditxt, Inc.

Aditxt, Inc.® is an innovation platform dedicated to accelerating promising health innovations. Aditxt’s ecosystem of research institutions, industry partners, and shareholders collaboratively drives their 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 Therapeutics, Inc. (“Appili”) (TSX: APLI; OTCPink: APLIF), 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 fund 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.

For more information, www.aditxt.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 its strategic M&A initiatives; the Company’s ability to 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 Aditxt’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.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed transactions. In connection with the proposed transactions, a proxy statement of Evofem Biosciences, Inc. and other materials will be filed with the SEC. WE URGE INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT EVOFEM BIOSCIENCES, INC. AND THE PROPOSED TRANSACTIONS. Investors will be able to obtain free copies of the proxy statement (when available) as well as other filed documents containing information about Evofem Biosciences, Inc. on the SEC’s website at http://www.sec.gov. Free copies of Evofem Biosciences’ SEC filings are also available from Evofem Biosciences, Inc., 7770 Regents Road, Suite 113-618, San Diego, California 92122, Attention: Corporate Secretary.

Participants in the Solicitation

Evofem Biosciences and its executive officers, directors, other members of management, employees and Evofem Biosciences may be deemed, under SEC rules, to be participants in the solicitation of proxies from Evofem Biosciences’ stockholders with respect to the proposed transactions. Information regarding the executive officers and directors of Evofem Biosciences is set forth in its definitive proxy statement for its special meeting. 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 and other materials to be filed with the SEC in connection with the proposed transactions.