ADTX 8-K: Aditxt signs asset purchase agreement to acquire 50% ownership of Global Response Aid

Aditxt signs asset purchase agreement to acquire 50% ownership of Global Response Aid

Aditxt, Inc.

Consideration for the acquisition includes $24.5 million ($14.5M loan forgiveness + $10M cash) and future royalty payments for 7 years.

Aditxt will acquire 50% ownership in GRA, which holds exclusive worldwide license for Avigan 200mg (excluding Japan, China, Russia); other 50% owned by Agility.

Closing conditions include financing, regulatory consents, release from Agility, securing third-party IP rights, and fairness opinion; termination possible before May 31, 2023.

Nasdaq extended Panel Monitor until September 28, 2023 due to stock price falling below minimum bid price requirement.

CEO and Chief Innovation Officer loaned $187,523.89 total; Company also obtained $1.06M business loan with $1.59M repayment.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Aditxt, Inc. entered into Asset Purchase Agreement with Cellvera Global Holdings LLC, Cellvera Holdings Ltd., Cellvera, Ltd., Cellvera Development LLC, and AiPharma Group Ltd. valued at $24.5 million (forgiveness of $14.5 million loan plus $10 million cash) and future revenue sharing p (effective 2023-04-18).

Action: entry
Agreement: asset purchase
Counterparty: Cellvera Global Holdings LLC, Cellvera Holdings Ltd., Cellvera, Ltd., Cellvera Development LLC, and AiPharma Group Ltd.
Value: $24.5 million (forgiveness of $14.5 million loan plus $10 million cash) and future revenue sharing p
Effective: 2023-04-18

Exact text from the filing

On April 18, 2023, Aditxt, Inc. (the “ Company ”) entered into an Asset Purchase Agreement (the “ Asset Purchase Agreement ”) with Cellvera Global Holdings LLC (“ Cellvera Global ”), Cellvera Holdings Ltd. (“ BVI Holdco ”), Cellvera, Ltd. (” Cellvera Ltd. ”), Cellvera Development LLC (“Cellvera Development” and together with Cellvera Global, BVI Holdco, Cellvera Ltd. and Cellvera Development (the “ Sellers ”), AiPharma Group Ltd. (“ Seller Owner ” and collectively with the Sellers, “ Cellvera ”), and the legal representative of Cellvera, pursuant to which, the Company will purchase Cellvera’s 50% ownership interest in G Response Aid FZE (“ GRA ”), certain other intellectual property and all goodwill related thereto (the “ Acquired Assets ”). Unless expressly stated otherwise herein, capitalized terms used but not defined herein have the meanings ascribed to them in the Asset Purchase Agreement. Pursuant to the Asset Purchase Agreement, the consideration for the Acquired Assets consists

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