Aditxt reinstates merger with Evofem via Fourth Amendment, pays $1M, extends deadline to July 15

Aditxt, Inc.

Aditxt and Evofem reinstate Merger Agreement via Fourth Amendment dated May 2, 2024, nullifying prior termination notice.
Aditxt makes $1M initial payment; commits to raise up to $2.5M by July 1 for Evofem Series F-1 Preferred Stock.
Termination deadline extended from May 8 to July 15, 2024; 'no shop' clause removed, Evofem may negotiate other deals.
Aditxt must raise $1.5M by June 17 and $1M by July 1, or Evofem can terminate the Merger Agreement.

item 1.02 item 1.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.7

Aditxt, Inc. terminated Agreement and Plan of Merger with Evofem Biosciences, Inc..

Action: termination
Agreement: merger
Counterparty: Evofem Biosciences, Inc.

Exact text from the filing

the Company received notice from Evofem (the “ Termination Notice ”) that Evofem was exercising its right to terminate the Merger Agreement as a result of the Company’s failure to provide the Initial Parent Equity Investment (as defined in the Merger Agreement, as amended)

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

Aditxt, Inc. amended Reinstatement and Fourth Amendment to the Merger Agreement with Evofem Biosciences, Inc. valued at $1,000,000 (effective 2024-05-02).

Action: amendment
Agreement: merger
Counterparty: Evofem Biosciences, Inc.
Value: $1,000,000
Effective: 2024-05-02

Exact text from the filing

On May 2, 2024, the Company, Adifem, Inc. f/k/a Adicure, Inc. and Evofem Biosciences, Inc. (“Evofem”) entered into the Reinstatement and Fourth Amendment to the Merger Agreement (the “ Fourth Amendment ”)

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.7

Aditxt, Inc. entered into Agreement and Plan of Merger with Evofem Biosciences, Inc..

Agreement: merger
Counterparty: Evofem Biosciences, Inc.

Exact text from the filing

the Company entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Adifem, Inc. f/k/a Adicure, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“ Adifem ”) and Evofem Biosciences, Inc., a Delaware corporation (“ Evofem ”)

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292 material agreements filed in the last 30 days. Browse all material agreements →

Aditxt, Inc. filing history →

Source: SEC EDGAR

accession 0001213900-24-039315

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