Aditxt Announces Third Amendment to Arrangement Agreement with Appili Therapeutics

Aditxt, Inc. (“Aditxt” or “the Company”) (NASDAQ: ADTX), an innovation platform dedicated to discovering, developing, and deploying promising health innovations, today announced that it had entered into a third amending agreement with Appili Therapeutics, Inc. (TSX: APLI; OTCPink: APLIF) (“Appili”), a biopharmaceutical company focused on developing innovative treatments and vaccines to combat some of the most challenging infectious diseases and potential bioterrorism threats.

Under the terms of the Arrangement Agreement announced on April 2, 2024, Aditxt, through its wholly-owned subsidiary Adivir, Inc., agreed to acquire all outstanding Class A common shares of Appili. Under the third amending agreement, the Arrangement Agreement was amended to, inter alia: (i) change the Outside Date (as defined in the Arrangement Agreement) from September 30, 2024 to November 19, 2024; (ii) require Appili to convene an annual and special shareholder’s meeting of Appili to consider, among other things, the Continuance (as defined below) as promptly as practicable; (iii) change the deadline to convene a special shareholders’ meeting to consider the Transaction from September 30, 2024 to November 6, 2024; (iv) change the deadline for Aditxt to complete the Financing (as defined in the Arrangement Agreement) from September 15, 2024 to October 18, 2024; and (v) have the completion of the Continuance as a condition to the completion of the Arrangement.

The transaction is conditional upon Aditxt raising at least US$20 million in financing before closing. In addition, completion of the transaction is subject to other customary conditions, including the receipt of all necessary court, regulatory, and stock exchange approvals. No assurance can be given that all of the conditions to closing will be obtained or satisfied or that the transaction will ultimately close.

Aditxt currently operates two programs focused on immune health and precision health. Following the completion of the Appili and Evofem Biosciences, Inc. (OTCQB: EVFM) transactions, Aditxt will introduce two additional programs dedicated to public health and women's health. Each program is 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 these transactions 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.

About Aditxt, Inc.

Aditxt, Inc.^® is an innovation platform dedicated to discovering, developing, and deploying 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 has a diverse innovation portfolio, including Adimune™, Inc., which is leading the charge in developing a novel class of therapeutics for retraining the immune system to combat organ rejection, autoimmunity, and allergies. Adivir™, Inc. focuses on enhancing national and population health and impacting public health globally. Pearsanta™, Inc., delivers rapid, personalized, and high-quality lab testing accessible anytime, anywhere, led by its CLIA-certified and CAP-accredited clinical laboratory based in Richmond, VA.

For more information, visit http://www.aditxt.com/.

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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 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.

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