ADTX 8-K
Aditxt, Inc. (ADTX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry Into a Material Definitive Agreement
On June 5, 2025, Shahrokh Shabahang, the Chief Innovation Officer of Aditxt, Inc. (the “Company”) loaned $70,000 to the Company. The loan was evidenced by an unsecured promissory note (the “Note”). Pursuant to the terms of the Note, it will accrue interest at the Prime rate of seven and one-half percent (7.5%) per annum and is due on the earlier of December 5, 2025 or an Event of Default (as defined in the Note).
The foregoing summary of the Note is qualified in its entirety by reference to the text of the Note, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in “Item 1.01 Entry into a Material Definitive Agreement” relating to the issuance of the Note is incorporated by reference herein in its entirety.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in “Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant” relating to the issuance of the Note is incorporated by reference herein in its entirety. The Company issued the Note in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On June 5, 2025, the Board of Directors (the “Board”) of the Company, with the recommendation of the Nominating and Corporate Governance Committee, appointed Ms. Saundra Pelletier as a member of the Board.
Ms. Pelletier is an expert in women’s health, with insight driven by both intensive consumer research and deep commercial experience in the global markets with products addressing women’s health spanning every stage in their reproductive journey, from puberty to menopause. Her career in the pharmaceutical industry has spanned more than three decades, during which she has launched pharmaceutical brands worldwide and expanded indications for female healthcare brands in multiple countries. She is a published author, TEDx and keynote speaker, executive coach and staunch advocate for innovation in women’s healthcare. During her 10-year tenure as Chief Executive Officer, President and Executive Director of Evofem Biosciences, Inc. (“Evofem”), Ms. Pelletier has led the company through its transition to the public market, the approval of PHEXXI® (lactic acid, citric acid, and potassium bitartrate), the first and only hormone-free, on-demand prescription contraceptive vaginal gel, the acquisition of SOLOSEC® (secnidazole) 2 g oral granules, an oral antimicrobial agent approved to treat bacterial vaginosis and trichomoniasis with just one dose, and four consecutive years of net sales growth. Prior to Evofem, Ms. Pelletier was Executive Director at Woman Care Global, an international nonprofit organization focused on creating sustainable supply chains to deliver reproductive healthcare products to women in developing countries. She started her career at G.D. Searle where during her eight year tenure she served in increasingly senior positions and ultimately as Global Franchise Leader. Ms. Pelletier is also a Director of Windtree Therapeutics, Inc. (Nasdaq: WINT), and serves as an Advisory Board Member for several San Diego non-profit organizations including CEOs Against Cancer, Girls Inc., and The Center for Community Solutions.
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As previously reported in a Current Report on Form 8-K, on July 12, 2024, the Company entered into an Amended and Restated Agreement and Plan of Merger (the “A&R Merger Agreement”) with Adifem, Inc. f/k/a Adicure, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”) and 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. The A&R Merger Agreement amended and restated that certain Agreement and Plan of Merger dated as of December 11, 2023 by and among the Company, Merger Sub and Evofem. As previously reported in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2024, on August 16, 2024, the Company, Merger Sub and Evofem entered into Amendment No. 1 to the A&R Merger Agreement (“Amendment No. 1”), pursuant to which the date by which the Company is to make the Third Parent Equity Investment (as defined under the A&R Merger Agreement) was amended to the earlier of September 6, 2024 or five (5) business days of the closing of a public offering by the Company resulting in aggregate net proceeds to Parent of no less than $20,000,000. As previously reported in a Current Report on Form 8-K, on September 6, 2024, the Company, Merger Sub and Evofem entered into Amendment No. 2 to the A&R Merger Agreement (“Amendment No. 2”), pursuant to which the date by which the Company shall make the Third Parent Equity Investment was amended from September 6, 2024 to September 30, 2024 and adjust the amount of such investment from $2 million to $1.5 million, and to extend the date by which the Company shall make the Fourth Parent Equity Investment (as defined under the A&R Merger Agreement) was amended from September 30, 2024 to October 31, 2024 and adjust the amount of such investment from $1 million to $1.5 million. As previously reported in a Current Report on Form 8-K, on October 2, 2024, the Company, Merger Sub and Evofem entered into Amendment No. 3 to the A&R Merger Agreement (“Amendment No. 3”) in order to extend the date by which the Company shall make the Third Parent Equity Investment to October 2, 2024, reduce the amount of the Third Parent Equity Investment from $1.5 million to $720,000, and increase the amount of the Fourth Parent Equity Investment from $1.5 million to $2.28 million. On October 2, 2024 the Company completed the purchase of 460 shares of Evofem F-1 Preferred Stock for an aggregate purchase price of $460,000. As previously reported in a Current Report on Form 8-K, on October 28, 2024, the Company entered into a Securities Purchase Agreement (the “Series F-1 Securities Purchase Agreement”) with Evofem, pursuant to which the Company purchased 2,280 shares of Evofem Series F-1 Convertible Convertible Preferred Stock for an aggregate purchase price of $2,280,000. As previously reported in a Current Report on Form 8-K, on November 19, 2024, the Company, Merger Sub and Evofem entered into Amendment No. 4 to the Amended and Restated Merger Agreement (“Amendment No. 4”), pursuant to which the End Date (as defined under the Amended and Restated Merger Agreement) was extended from November 29, 2024 to January 31, 2025. As previously reported in a Current Report on Form 8-K, on March 23, 2025, the Company, Adicure, Inc., and Evofem entered into Amendment No. 5 to the A&R Merger Agreement (“Amendment No. 5”), pursuant to which, the parties agreed that (i) Evofem shall use commercially reasonable efforts to hold the Company Shareholders Meeting (as defined under the A&R Merger Agreement) no later than September 26, 2025, (ii) the Company shall invest an additional $1,500,000 in Evofem no later than April 7, 2025 in exchange for additional shares of F-1 Preferred Stock and/or, at the Company’s option, senior subordinated notes of Evofem, and (iii) the End Date shall be extended to September 30, 2025. On April 8, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Evofem, pursuant to which the Company purchased (i) a senior subordinated convertible note (the “Note”) of Evofem in the principal amount of $2,307,692.31, and (ii) a warrant (the “Warrant”) to purchase 149,850,150 shares of Evofem common stock for a purchase price of $1,500,000. On April 8, 2025, the Company funded $750,000 of the purchase price. In connection with the Purchase Agreement, the Company, Merger Sub and Evofem entered into a Waiver Agreement (the “Waiver”), pursuant to which Evofem agreed to temporarily waive its termination right under the A&R Merger Agreement until April 16, 2025. Pursuant to the Waiver, in the event that the full purchase price is not received by April 16, 2025, the principal amount of the Note and the number of shares of Evofem common stock issuable upon exercise of the Warrant will be adjusted accordingly. On April 22, 2025, the Company funded the remaining purchase price. On April 10, 2025, the Company entered into a Call Option Agreement (the “Option Agreement”) with Adjuvant Global Health Technology Fund, L.P. and Adjuvant Global Health Technology fund DE, L.P. (collectively, the “Security Holder”) and Evofem Biosciences, Inc. (“Evofem”), pursuant to which the Security Holder granted the Company a call option (the “Option”) to purchase, at the sole discretion of the Company, the Evofem Securities (defined below) for an aggregate purchase price of $13 million. The “Evofem Securities” consist of convertible promissory notes of Evofem in the aggregate principal amount of $25 million and certain right to receive common stock agreements issued by Evofem. The Option has a term commencing on or after the satisfaction in full of the repayment obligations under that certain Securities Purchase and Security Agreement by and between Evofem, Future Pak, LLC and the designated agent dated April 23, 2020, as amended to date (the “Future Pak Note”), until 5:00 Pacific time on June 30, 2025 (the “Call Period”). Pursuant to the Option Agreement, the Security Holder may not transfer the Evofem Securities without the prior written consent of the Company; provided, however, that (i) if the Company has not provided $1.5 million of capital to Evofem by April 30, 2025 (the “Funding Milestone”), the Security Holder may transfer the Evofem Securities after April 30, 2025 without the prior written consent of the Company; (ii) if the Funding Milestone has not been satisfied and the Future Pak Note is still held by Future Pak on May 31, 2025, the Security Holder may transfer the Evofem Securities after May 31, 2025, without the prior written consent of the Company; and (iii) if at any time the repayment obligations of the Future Pak Note have been satisfied through or by a transaction not associated with either the Company or the transactions contemplated under the A&R Merger Agreement, as amended to date, by and between the Company, Adifem, Inc. and Evofem, the Security Holder may transfer the Evofem Securities, without the prior written consent of the Company.
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The A&R Merger Agreement provided that Ms. Pelletier would become a director of Evofem, as a subsidiary of the Company following the closing of the Merger. Other than the A&R Merger Agreement, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, the Series F-1 Securities Purchase Agreement, Amendment No. 5, the Purchase Agreement, the Note, the Warrant, the Waiver, and the Option Agreement, there are no related party transactions between Ms. Pelletier and the Company that would require disclosure under Item 404(a) of Regulation S-K.
The foregoing descriptions of the A&R Merger Agreement, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, the Series F-1 Securities Purchase Agreement, the Purchase Agreement, the Note, the Warrant, the Waiver, and the Option Agreement are not complete and are qualified in their entirety to the full text of such agreements filed as Exhibits 10.167, 10,178, 10.181, 10,186, 10,191, 10,194 to the Company’s Annual Report on Form 10-K, Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 28, 2024, Exhibits 10.1 10.2, 10.3 and 10.4 to the Company’s Current Report on Form 8-K dated April 8, 2025, and Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 10, 2025.
Item 7.01 Regulation FD Disclosure.
On June 6, 2025, the Company hosted a weekly update featuring Amro Albanna, the Chief Executive Officer of the Company, Saundra Pelletier, the Chief Executive Officer of Evofem, and Dr. Friedrich Kapp, the Co-CEO of the Company’s subsidiary, Adimune, Inc. A copy of the transcript of the weekly update is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On June 9, 2025, the Company filed a press release announcing the appointment of Ms. Pelletier to the Board. A copy of the press release is furnished to this Current Report on Form 8-K as Exhibit 99.2.
The information contained in this item, including that incorporated by reference, is being furnished to the Securities and Exchange Commission. Such information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
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 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 management team of the Company 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.
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These forward-looking statements are subject to a number of risks including, but not limited to, the following risks: (1) the risk that the Company’s currently proposed transaction with Evofem 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 of the transaction with Evofem, including the approval by the stockholders of Evofem; (3) the ability to realize the anticipated benefits of the proposed transaction with Evofem; 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 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, 2024 and other documents we filed, or will file with the SEC. There may be additional risks that the Company does not presently know, or that the Company currently believes 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 expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. The Company anticipates that subsequent events and developments will cause the Company’s assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company 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 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.
Disclaimer:
The information contained in the transcript furnished as Exhibit 99.1 is a textual representation of an audio recording of the weekly update and while efforts are made to provide an accurate transcription, there may be material errors, omissions or inaccuracies in the reporting of the substance of the audio recording. The Company does not assume any responsibility for any investment or other decisions made based upon the information provided in this transcript. Users are advised to review the audio recording and the Company’s SEC filings before making any investment or other decisions. An archived recording of the weekly update will be available for 30 days on the “Investor Relations” section of the Company’s website at www.aditxt.com.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit | |
| 10.1 | Unsecured Promissory Note dated June 5, 2025 | |
| 99.1 | Transcript of Weekly Update – June 6, 2025 | |
| 99.2 | Press Release dated June 9, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
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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. | ||
| Date: June 9, 2025 | By: | /s/ Amro Albanna |
| Amro Albanna | ||
| Chief Executive Officer | ||
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Exhibit 10.1
UNSECURED PROMISSORY NOTE
$70,000
June 5, 2025
FOR VALUE RECEIVED, the undersigned, ADITXT, INC., a Delaware corporation (together with its successors and assigns, the “Borrower”), hereby promises to pay to the order of Shahrokh Shabahang, an individual (together with his successors and assigns, the “Lender”), at the Lender’s offices at 737 N. Fifth Street, Suite 200, Richmond, Virginia (or such other place as the Lender may designate in writing to the Borrower), the aggregate principal sum of seventy thousand dollars ($70,000.00), with interest, upon the terms and subject to the conditions of this unsecured promissory note (the “Note”) as set forth below. The Lender and Borrower collectively shall be referred to as the “Parties.”
1. PAYMENT AND PREPAYMENT.
(a) REPAYMENT OF PRINCIPAL. The Borrower shall repay the principal amount of this Note in one lump sum on the earlier of (i) December 5, 2025 (the “Maturity Date”) or (ii) an Event of Default (as defined hereinafter).
(b) PAYMENT OF INTEREST. The unpaid principal amount of this Note shall accrue interest (computed on the basis of a 365-day year) at the Prime rate, as of the date of this agreement, of seven- and one-half percent (7.50%) per annum. Borrower shall repay the interest owed on the Maturity Date.
(c) ADDITIONAL INTEREST. If payment of any amount due under this Note shall be overdue, such overdue amount shall continue to bear interest from and after the Maturity Date, to and including the date when paid in full.
(d) PREPAYMENT. Any amounts due under this Note may be prepaid in full. If Borrower prepays the full principal amount owed, Borrower shall also pay interest owed, calculated up to and including the date of prepayment.
(e) MANNER OF PAYMENT AND PREPAYMENT. Payments and prepayments under this Note shall be applied first to interest accrued but unpaid and then to principal. If the due date of any required payment under this Note is not a “business day” (for this purpose, any day other than a Saturday, Sunday or legal holiday, such required payment shall be due and payable on the immediately succeeding business day.
2. EVENTS OF DEFAULT. The occurrence and continuation of any one or more of the following events shall constitute an event of default under this Note (“Event of Default”):
(a) PAYMENT DEFAULT. The Borrower shall fail to make any required payment of principal of or interest on this Note.
(b) BANKRUPTCY DEFAULT. The Borrower shall (i) commence any case, proceeding or other action relating to seeking to have an order for relief entered with respect to it or its debts, or seeking reorganization, liquidation, dissolution, or other such relief with respect to it or its debts, or seeking appointment of a receiver or other similar official (each of the foregoing, a “Bankruptcy Action”); (ii) become the debtor named in any Bankruptcy Action which results in the entry of an order for relief or any such adjudication or appointment described in the immediately preceding clause (i); or (iii) make a general assignment for the benefit of its creditors.
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In each and every Event of Default under clause (a) or (b) of this Section 2, the Lender may, without limiting any other rights it may have at law or in equity, by written notice to the Borrower, declare the unpaid principal of and interest on this Note due and payable, whereupon the same shall be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which the Borrower hereby expressly waives, and the Lender may proceed to enforce payment of such principal and interest or any part thereof in such manner as it may elect in its discretion. In each and every Event of Default, the unpaid principal of and interest on this Note shall be immediately due and payable without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives, and the Lender may proceed to enforce payment of such principal and interest or any part thereof in such manner as it may elect in its discretion.
3. NOTICES. All notices, requests, demands or communications required or permitted under this Note shall be given in writing to the Parties at their addresses as set forth at the beginning of this Note.
4. WAIVERS; RIGHTS AND REMEDIES.
(a) WAIVERS. No delay on the part of the Lender in exercising any right, power or privilege under this Note shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude the simultaneous or later exercise of any other right, power or privilege hereunder. The Borrower hereby waives to the extent not prohibited by applicable law any requirement of diligence or promptness on the part of the Lender to enforce its rights under this Note.
(b) RIGHTS AND REMEDIES. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies which the Lender may otherwise have.
5. AMENDMENT. No amendment or other modification of this Note may be made without the written consent of both Parties.
6. GOVERNING LAW. This Note shall be governed by and construed in accordance with the laws of California, and both Parties agree that any dispute related to this Note shall be heard in the courts of San Bernardino County, California.
| BORROWER: | LENDER: | |
| ADITXT, INC. | SHAHROKH SHABAHANG | |
| Thomas Farley (Chief Financial Officer) | Shahrokh Shabahang |
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Exhibit 99.1
Amro Albanna (00:07):
Okay, we’re just gonna, we’re just gonna go ahead and wait a few seconds, as we always do as attendees are joining. I do have Friedrich here, and I’m just looking at the attendee list. Let’s see. I see a few people from our team. Okay. I am just waiting a couple more seconds. Very good. Welcome everybody. Thanks for joining us. Today I do have Friedrich and Saundra joining us. And I’m sure, you know, almost everyone knows Friedrich and Saundra, but with that, maybe we should still do a quick introduction. So Saundra, maybe you can go ahead and just do a quick intro.
Saundra Pelletier (00:56):
Okay, great. Thank you. I’m Saundra Pelletier, the CEO of Evofem Biosciences. Our focus is on women’s health, and currently we have two FDA approved assets that are both generating revenue, but we are really focused on innovations that really deliver unmet needs for women.
Amro Albanna (01:16):
Wonderful. Thanks, Saundra. I know you and I spoke a couple weeks ago already. I appreciate you joining. I know you’re busy. Everybody’s busy right now, but I thought this would be a really good opportunity for us to continue to give these weekly updates, our team, our stakeholders, our vendors. And today I will focus on the theme we discussed right before the call. But obviously before I go there, Friedrich, maybe you can do a quick intro as well.
Friedrich Kapp (01:40):
Yeah. Thank you very much. Amro. I’m Friedrich Kapp and I’m responsible for the development of ADI-100, which is our first drug in the autoimmune space. And our goal is to get ready for clinical trials by the end of the year. So we are really very far advanced and we, we’ll probably have a chance to talk about this more during this call.
Amro Albanna (02:06):
Great. And I’m glad you said end of the year, because that is exactly gonna be our focus, and we’ll certainly talk about, again, the challenge that we must address collectively, frankly, as Aditxt, as Adimune as Pearsanta, and as Evofem. And with that, actually Chris could not make it. We did announce that Chris will join. Chris is at the airport, and we decided it’s probably not a good idea for him to be, you know, to join while he’s on the road. And Chris, we’re probably gonna do one with him either next week or the following week. So with that, again, I know, Saundra, I know you’re, you’re, you’re really busy, Friedrich, I know you’re super busy. We’re trying to keep the company moving forward. So I thought today, you know, as we do these weekly updates, it’s, it’s important for us to make sure that whoever joins understand what it is that we are looking to do, and frankly, the things that we’re looking to address.
(03:02):
So, you know, Aditxt, with that background, Aditxt currently has two programs. We have the Adimune program, which is focused on addressing autoimmunity, and we’ll talk about that a little bit more. And then we have Pearsanta, which is focused on addressing early disease detection, starting with endometriosis and prostate cancer. And then Evofem, which is a pending transaction. We’re still pushing to try to close it by end of September dealing with women’s health. So that’s a little bit of the kind of the background and the focus today. Look, we must keep our eyes focused on what we need to accomplish by end of the year, what that would mean for Adimune, what that would mean for Pearsanta, what that would mean for Evofem, and what that would mean for Aditxt as a whole, right? So we can talk about that.
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(03:56):
But reality is from here until then, the key ingredient that we must address is capital. Now, I know every single company, every single early stage, every single startup will always talk about capital. But let me be very clear, we’re all experienced, seasoned entrepreneurs, I personally do not believe money is the solution for all, right? We understand that companies raise money and lose money and go out of business, but I believe we have positioned Aditxt and each of its programs, including the pending transaction of Evofem, to the point where capital can be very meaningful, can be very transformational. So today I wanna really focus on these two aspects. One, what would Adimune achieve from now until end of the year? And why would that be transformational for Adimune? I want to do the same, and I’ll speak on behalf of Chris, what that would mean for Pearsanta. And then of course, Saundra, you can talk about Evofem, what that would mean for you by end of the year where you see Evofem, you know, by end of this year. And then we’ll, we’ll talk very frankly about capital, capital, capital, capital, right? And some of the challenges, whether it’s payroll vendors, lenders, all that needs to be done. So Friedrich, maybe we’ll start with you, kinda, at a very high level, what is it that you would like to accomplish by end of the year for Adimune? In terms of major milestones?
Friedrich Kapp (05:26):
I mean, the key, key milestone for us at this point, of course, is to put everything that we have generated together in a document or documents for the health authority, then send it to the health authority and ask for approval to go into application in patients. And, and I mean, we have everything that we need. We have toxicology. We show that the gene the genes, the plasmids don’t are not detected in the organs. We don’t have antibody formation. So the safety aspects are there. And the latest, of course is the these wonderful data that were generated at Mayo where we have shown, or they have shown that with our ADI100 drug ex-vivo, so not for with cells from patients, then with our drug, the, the aggressive T-cells can be eliminated. And that is of course, as close as you can get to data from patients at this point. So very encouraging. And I think the health authorities will like that aspect particularly because it also has to do with safety, but also with efficacy. Efficacy. So both elements are there. Uh, and so it’s a matter of putting things together. You know, we are so far advanced.
Amro Albanna (07:01):
So, Friedrich, you know, ADI platform, we’ve been on, on a path a long path to get it to this point by end of this year. Our goal is to, to to, to be able in a position to actually submit or have submitted to the FDA and PEI in Germany for type one diabetes, psoriasis, and here in the US would be stiff person syndrome. And those are, you know, obviously the initial indications. But our goal is to, you know, hopefully we can show not only safety, but potentially efficacy and using these indications as proof of concept for Adimune. So by end of the year, do you at, you know, obviously our goal here is to be to, to, to file in Q4 with these authorities. Is that, is that fair to say?
Friedrich Kapp (07:48):
Yeah, Absolutely. And you see, it’s, it’s not a normal drug. It’s not a normal drug that we are dealing with. It’s something totally different. It’s it’s fundamentally changing the approach that it has been going on for treating autoimmune disease because we are restoring immune tolerance. And that is unique essentially, because I don’t know of any drug that has that can do that. And therefore I think it’s very exciting for us to be at this point where we can, we’re so close to go into patients and see that. The point is, and, and I mentioned that before, we are eliminating the cause, you know, of the disease, be it especially easily to understand in type one diabetes. And when, you know, when you eliminate the cause of the disease, then the disease is gone. So it’s, you know, and the uniqueness of type one diabetes again is that it is a one medication disease right now insulin and to replace insulin essentially is of course also a very attractive aspect of what we are doing. Because we’re opening this market.
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Amro Albanna (09:07):
You’re, you’re, you’re, look, we’ve, we’ve, we’ve been at it for years, Friedrich, and your excitement has never wavered truly, and your belief has never wavered. And I can tell you, and people that are, that don’t know you of course are, you know Friedrich is not an excitable person and, you know, his, his confidence. Look, we obviously cannot, cannot predict efficacy in biology. We cannot but what we’re focused on right now is the preclinical data that we’ve had so far certainly looks pretty encouraging. And that’s why by end of this year, transitioning ADI and Adimune to human trials, now we’re not sure if we can begin human trials, but at least, at least submit to the regulatory and possibly, possibly receive approval if we do. But certainly that would position Adimune in 2026 for human trials, assuming we get the approvals that would become a big year for Adimune. So with that, Saundra, maybe I can do the same with you. Okay. We, we, we know Evofem. We know Phexxi, we know Solosec. And again, I repeat myself ‘cause I just never know who else, you know, who, you know, who else is on the line and who, who heard you and who hasn’t heard you before. So just tell us, you know, aside from the capital, where do you see Evofem by end of the year, truly, where do you see Evofem as a company focused on women’s health and innovations?
Saundra Pelletier (10:38):
Well, I think it’s a, I think the question is tricky because the answer really does depend on capital. We right now have two assets that generate revenue. We brought in $20 million of net revenue last year. We only just launched. Solosec at the end of the year, it was on a $20 million trajectory when the product was stopped being promoted. So we have Phexxi and Solosec, the same call point. There’s absolute efficiencies with our sales team. We have had no attrition in our company based on everything that’s happened to us. You would think we would, but we have had no investment in these brands in two and a half years. We have payables that have to be addressed in order for us to manage our business. Our payables are, we have to buy raw material supply. We have to manufacture this drug. We have to package this drug.
(11:29):
We have to distribute this drug. We have to pay FDA fees because we are a prescription product. These aren’t things like getting fancy lattes. These are things that are heavy and serious, and many companies like ours have went out of business, but we had the grit and the resilience to go through painful, painful things. I talk to vendors every day. I, I’ve become a hustler. I’m a professional hustler. I say truthful things. I beg, I, people are on payment plans. We know this business is worth it. We do, we know the market opportunity is real. It’s not fantasy. We know that there are windows of opportunity, like with things like GLP-1s right now on social media. There were three articles that came up this morning of a pervasive epidemic of women getting pregnant on GLP-1s. The only only birth control that has no systemic activity that will not interact with other products that are women are on is Phexxi, period.
(12:33):
It is the only birth control that women use only when they have sex. Women don’t have sex every day. I know that people, some people wish they did, but they don’t. And so having something women use only on demand, it’s an amazing product. Solosec is one dose for BV and Trich. And the tough part is we don’t need a lot of capital. We just need a little bit of capital. Okay? We need a little bit of capital to capitalize on the opportunities that are clearly in the marketplace right now. Prime for the plucking. We have telemedicine platforms calling us every day asking us, do you have a little bit of money to advertise so we could co-promote your birth control with women who are on GLP-1s? No, we don’t. We do a rinse and repeat model. And so where we would be, where we will be is we will continue a rinse and repeat model.
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(13:25):
We will continue starving these brands. When I say starving, we have 16 people in the field that work their butts off. They are the finest salespeople I have ever met. We have our own Phexxi.com and I am on social media now almost every single day. And we have seen a significant shift in women going to Phexxi.com based on social media outreach. So we are going to continue on this path of maintaining the patients we have, building new patients. But there’s things in pharma when you have prescription products that are clinical investments that cannot be taken, cannot be made up by social media. So the bottom line is, is that we will still grow this year. It won’t be a lot of growth, but it will be a little bit of growth just to show the brands have a solid base. We also will have a little bit of growth from an Ex-US opportunity we just signed with Pharma 1 for both Phexxi and Solosec.
(14:27):
There’s a lot of companies that see the value in this. And my final thing is, is we have signed a manufacturing agreement to lower our cost of goods by 50%. We’re not sitting on our hands hoping we win the lottery. What we are doing is we are being scrappy and fighting and trying to extract every ounce of opportunity we can, but something’s gotta give. Yeah, we’re at a point now where we need people to see, and we get a lot of compliments on what we’ve been able to do. Well compliments, you know, that doesn’t really get you too far. So I’m sorry to be so intense, but
Amro Albanna (15:01):
No, no, this is,
Saundra Pelletier (15:02):
It’s a it’s a serious situation.
Amro Albanna (15:04):
This is, this is why we do these things. I mean, look, it is the, the best approach is to actually continue to share with our stakeholders what it is. Look, it is, it is a function of market conditions. That is reality, right? It is a function of market conditions, but we collectively, as we believe in what we’re working on, every aspect of it, we can’t use market conditions as an excuse to go out of business, right? That’s why we’re here. And Saundra, you know, obviously, you know, I am, I am a a supporter and a fan of Evofem because you’re still here. You are still here. And we continue to work together, not just by words and compliments. We have supported and it’s mutual. And our collective goal is to make sure that, frankly, this is the story we tell everybody. We all work with our vendors.
(16:01):
We all worry about our payroll. We, we at least fall behind our payroll. We all get up every single day to figure out how in the world can we keep moving these forwards. And there is one reason I will tell people, we’re not an NASDAQ company for sake of being a NASDAQ company or a public company. The reason we’re here is to make sure we give Adimune a chance to make it. The reason we’re here, we’re we wanna make sure that early disease detection has a chance to make it happen. And the same goes for women’s health. So your intensity is welcome because that’s what, that’s why we do these things, right? So people understand, and frankly, our team members who truly, truly support and understand, but we all understand the challenges. And that’s exactly the, the picture I wanted to show where Adimune can be, where Evofem can be.
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(16:47):
And just again, on behalf of Chris, I can tell you where Pearsanta can be. You know, when it comes to early disease detection, when it comes especially to cancer, when it comes to cancer, everyone understands the earlier the better. That’s as technically, you know, that’s as clearly as I can put it. The earlier the better. And with mitochondrial DNA what, what the Pearsanta team is working on to go to commercialization with frankly relatively, very, very low budget is critical for us. They do have the infrastructure, they do have the IP, they do have the expertise, they do have the team. We work with our landlord right over there to make sure that we continue to keep our CLIA and CAP facility to, to launch by end of this year, right? And if Chris was here, he would say the same thing, money, capital, right? So to kind of take it back again and, and, and, and summarize it, a lot of the, in fact, a hundred percent of the companies would say, if just, if I had this much, I can do this.
(17:51):
That is not the situation here. I wanted to clearly define why we believe we’re near term key. Inflection points for Adimune we’re near term, not even inflection points for, for Evofem. It’s literally growth. You’ve done it. $20 million is very, very respectable because you can talk about dreams versus products that are being sold. And Pearsanta is somewhere in, in between near revenue with, with big growth potential. That said, again, I did not wanna make this longer than it should be. I will ask if anybody in our attendees have any questions, please go ahead and push the Q&A button. This is what we do with, whether you’re a team member, whether you work for, whether you’re a team member of Evofem or Adimune or Pearsanta or Aditxt, whether you’re a vendor partner, feel free to ask questions. Shareholder. That’s what we do this for. And again, right before this call, you know, Saundra needed to run to, frankly, you know, put out a few fires. That’s what we need to do. Friedrich and I, you know, same thing with Adimune and Pearsanta, but we still felt that this is 20 or 30 minutes that are truly worth spending to make sure that whoever joins understands what we’re working on. So maybe just a couple more minutes. Friedrich, anything you would like to add that, you know, for this call?
Friedrich Kapp (19:24):
Yeah, I mean only maybe one aspect, which seems to be far away, but it’s also, but it’s still stimulating and exciting. Because as I mentioned before, if if you have a market like the type one diabetes market and with only one drug and you have a totally different approach to it, it will have a tremendous effect. And you, we have to keep in mind that, that there are 10 million patients out there with type one diabetes. That is a big market as it is. But then when you look at psoriasis, where we also do the, the study, they’re talking about a hundred million patients out there.
Amro Albanna (20:04):
Yeah.
Friedrich Kapp (20:04):
So, so the, the potential of this drug is tremendous from both the mechanistic side and what is what it does from the safety side, from the efficacy side, and from the outlook when you go, when you go to the market, it’s so it’s just a, a wonderful thing.
Page 5 of 7
Amro Albanna (20:25):
True. And look, our, our plan for Adimune is, is slightly different than Evofem, just given the nature of the platform. We do not look to commercialize the platform. We, our goal is to partner with larger partners to make sure that we take it commercially. Friedrich, would you agree that, you know, getting into human trials would be a major transition point in terms of attracting co-development partners? Do you feel that’s the nature of it?
Friedrich Kapp (20:55):
Absolutely. I mean, you know, why this is interesting and for us as insiders into this technology, working with it all day and every day, it’s it is something that is so clear. But since several drugs have failed with, you know, with their programs, there’s some hesitancy it’s my feeling. But once we go to the clinic and we generate data there, I think that that will change immediately, you know? Of course. Yeah. Therefore, going to the clinic is, is the, is key and the only goal that we have right now to pursue and, and make it happen.
Amro Albanna (21:40):
Wonderful. Uh, we do have a question from Mark, and Saundra, I’ll obviously leave it up to you. I have my own view, but I don’t know if you can see it or not on your screen. What does your best case projection for the EVFM stock? I do have my own answer, but I’ll leave it to you how you
Saundra Pelletier (21:57):
Actually No, no, please. If you wanna take it, please and I can jump in after, if that’s Okay.
Amro Albanna (22:01):
So look, my view is we’re really, we cannot project what a stock price is. I mean, we really can’t. That is not what we want to do because the market is the market. Our focus is to make sure that we perform on our business and the valuation on the market cap hopefully will determine our value. Right now, in my view, we’re still in a speculative phase that fundamentals are, are not what we’re being judged on. It is simply a speculative phase, whether it’s Evofem stock or our stock. That’s kinda my my view. Saundra, anything else you wanna add to that?
Saundra Pelletier (22:38):
No, no, frankly, I really, I really don’t, you know, I, I don’t, and look, the, the one reality which I think is obvious is that we know that when investors come in and due diligence and they look at the value proposition of investing in women’s health, I think they leave more excited, recognize the upside more. But having access to a NASDAQ vehicle is what’s critical, right? I mean, we, that’s what’s game changing. But yes, no Amro your answer was great. It’s perfect.
Amro Albanna (23:07):
Great. There’s another question from Alan. Has the company received all approvals from American authorities to execute international sales? And are you just waiting for Pharma 1?
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Saundra Pelletier (23:19):
Yes. So, so right now we have global rights to both Phexxi and Solosec, just to throw in, we have IP exclusivity for Phexxi to 2033 and for Solosec to 2040 Pharma 1’s agreements are signed. They are just waiting for their authorities in the GCC just to hit approval so that all the documentation, everything they need is there. We’re just waiting for their approvals. But we also have the opportunity we could license to any partner, any other partner outside of the US, Europe, Brazil, China, which obviously we’re working on. Some of the markets require our cost of goods to be lower than they are because the contraceptive market is over the counter in those markets. So it’s a different price point. That’s why we signed the deal to lower the cost of goods. But the bottom line is, is that our deal with Pharma 1, we’re just waiting for them to get their regulatory approvals.
Amro Albanna (24:11):
Wonderful, wonderful. Thanks. Alan, Mark, if there’s a follow up question or if you need further clarification, just let us know. In the meantime, we just have maybe about a minute just let me know. Somebody raised their hands. I think that’s same Mark. Alright Saundra, anything else you would like to add before we conclude this?
Saundra Pelletier (24:34):
Well, I think I wanna mimic what Friedrich said about the patients who are impacted by these certain things. And so, just to reiterate, 23 million women will not use hormones. They have tried pills, patches, IUDs, they have had headaches and weight gain and bleeding. The biggest thing is the emotional highs and lows of these hormonal changes. These women will not use hormones. So that’s a huge opportunity in itself. When you look at trichomoniasis and bacterial vaginosis, there’s a 60 to 80% co-infection rate. So these are things that are every day, they impact a woman’s quality of life, and we are really providing amazing products, not me too products, products that truly are differentiated. And it, it will really impact the way women live, which, you know, once women really feel like they’re being provided the right solutions, everyone’s more positively impacted. So, yeah,
Amro Albanna (25:31):
So I’ll I’ll basically incorporate what we both said and I will bring it up to Aditxt, look at the opportunity that we’ve positioned Aditxt. We have an opportunity, a serious opportunity at addressing serious indications, starting with psoriasis one, psoriasis and type one diabetes and CNS being SPS, which is the stiff person syndrome. And these again, are proof of concept just to show the potential of this platform, assuming we can show the desired results. We have Evofem with Focus on women’s health, and we have Pearsanta with focus on early disease detection, starting with cancer and endometriosis. We all understand the bigness of these opportunities, and we have positioned the company collectively to be able to address and potentially address these major health challenges. And this year is critical for us. And 2026 is what we’re looking forward to, to make sure that Aditxt, Adimune, Pearsanta, Evofem, are well positioned for growth. So with that, I will thank everybody that joins us and and we will continue to these weekly updates, at least until end of June, which is what we what we said initially. Saundra, thank you very much. I know you’re super busy, Friedrich, I know you’re real busy as well. Thank you for joining. This is really helpful for everybody involved. Thank you everybody for joining, and we’ll see you next week.
Friedrich Kapp (27:04):
Thank you. Bye-bye. Thank you.
Page 7 of 7
Exhibit 99.2
Evofem Biosciences’ CEO Saundra Pelletier
Joins Aditxt Board of Directors
MOUNTAIN VIEW, CA, June 9, 2025 — Aditxt, Inc. (Nasdaq: ADTX) (“Aditxt” or the “Company”), a social innovation platform accelerating promising health innovations, today announced the appointment of Saundra Pelletier, CEO of Evofem Biosciences, Inc. (OTCPK: EVFM) (“Evofem”), to Aditxt’s Board of Directors.
“We believe that Saundra’s background as a CEO and entrepreneur, coupled with her deep industry expertise and knowledge, will complement our current Board well. We look forward to her contributions at this critical stage as we seek to execute our growth strategy for the overall business, transition Aditxt to a commercial stage company, and advance our plans to build a vertical focus on monitoring, prevention and treatment of conditions impacting women’s lives,” said Amro Albanna, Chairman and CEO of Aditxt.
Ms. Pelletier is an expert in women’s health, with insight driven by both intensive consumer research and deep commercial experience in the global markets with products addressing women’s health spanning every stage in their reproductive journey, from puberty to menopause. Her career in the pharmaceutical industry has spanned more than three decades, during which she has launched pharmaceutical brands worldwide and expanded indications for female healthcare brands in multiple countries. She is a published author, TEDx and keynote speaker, executive coach and staunch advocate for innovation in women’s healthcare.
During her 10-year tenure as Chief Executive Officer, President and Executive Director of Evofem Biosciences, Ms. Pelletier has led the company through its transition to the public market, the approval of PHEXXI® (lactic acid, citric acid, and potassium bitartrate), the first and only hormone-free, on-demand prescription contraceptive vaginal gel, and the acquisition of SOLOSEC® (secnidazole) 2 g oral granules, an oral antibiotic approved to treat bacterial vaginosis and trichomoniasis with just one dose, and four consecutive years of net sales growth.
Prior to Evofem, Ms. Pelletier was Executive Director at Woman Care Global, an international nonprofit organization focused on creating sustainable supply chains that developed products to women in developing countries. She started her career at G.D. Searle where during her eight year tenure she served in increasingly senior positions and ultimately as Global Franchise Leader.
Ms. Pelletier is a Director of Windtree Therapeutics, Inc. (Nasdaq: WINT), and serves as an Advisory Board Member for several non-profit organizations including CEOs Against Cancer, Girls Inc., and The Center for Community Solutions.
About Aditxt, Inc.
Aditxt, Inc. is a social innovation platform 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. The Company currently operates two programs focused on immune health and precision health. Through the proposed acquisition of Evofem under the July 2024 Amended and Restated Merger Agreement between Evofem, Aditxt and Adifem, Inc., as amended (the “A&R Merger Agreement”), Aditxt aims to introduce an additional program dedicated to women’s health. The companies are working toward a targeted close in the second half of 2025. The closing of the transaction with Evofem is subject to several conditions, including but not limited to approval of the transaction by Evofem’s shareholders and Aditxt raising sufficient capital to fund its obligations at closing. These obligations include cash payments of approximately $17 million for Evofem, which includes approximately $15.2 million required to satisfy Evofem’s senior secured noteholder; should Aditxt fail to secure these funds, Evofem’s senior secured noteholder is expected to seek to prevent the closing of the merger with Evofem. No assurance can be provided that all of the conditions to closing will be obtained or satisfied or that the transaction will ultimately close.
For more information, please visit www.aditxt.com.
Follow Aditxt on:
LinkedIn: https://www.linkedin.com/company/aditxt
Facebook: https://www.facebook.com/aditxtplatform/
Aditxt™, Adimune™, ADI-100™, Pearsanta™, and Mitomic™ are trademarks of Aditxt, Inc.
PHEXXI® and SOLOSEC® are registered trademarks of Evofem Biosciences, Inc.
Forward-Looking Statements
This press release includes “forward-looking statements,” within the meaning of the safe harbor for forward-looking statements provided by Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Words such as, but not limited to, “achieving,” “advancing”, “aim,” “are working to,” “believe,” “completing,” “continue,” “could,” “design,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “suggest,” “strategy,” “target,” “will,” “would,” and similar expressions or phrases, or the negative of those expressions or phrases, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements include but are not limited to anticipated contributions of Ms. Pelletier as a director of Aditxt; expected growth of Aditxt; Aditxt’s ability to successfully execution its mission to accelerate and monetize promising health innovations, and magnitude thereof; and Aditxt’s ability to close the planned acquisition of Evofem, including to meet all closing conditions, and the timing thereof. You are cautioned not to place undue reliance on these forward-looking statements, which are current only as of the date of this press release. Each of these forward-looking statements involves risks and uncertainties. Important factors that could cause actual results to differ materially from those discussed or implied in the forward-looking statements are disclosed in each company’s SEC filings, including Aditxt’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 21, 2025, and any subsequent Form 10-Q filings. All forward-looking statements are expressly qualified in their entirety by such factors. Aditxt undertakes no duty to update any forward-looking statement except as required by law.
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