ADTX Aditxt Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

(Amendment No. 2)

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 1, 2024

 

Aditxt, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		001-39336		82-3204328
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

2569 Wyandotte St., Suite 101, Mountain View, CA		94043
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (650) 870-1200

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001		ADTX		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Explanatory Note:

 

 

On August 1, 2024, the Company filed the first amendment to the Original Current Report (“Amendment No. 1”), which amended the Current Reports to include the required historical financial statements as of March 31, 2024 and 2023 of Appili and the pro forma financial information as of and for the three months ended March 31, 2024 and as of December 31, 2023, required by Items 9.01(a) and 9.01(b) of Form 8-K and should be read in conjunction with the Current Reports.

 

This Amendment No. 2 on Form 8-K/A (“Amendment No. 2”) amends the Current Reports to include the required historical financial statements as of June 30, 2024 and 2023 of Appili and the pro forma financial information as of and for the six months ended June 30, 2024 and as of December 31, 2023, required by Items 9.01(a) and 9.01(b) of Form 8-K and should be read in conjunction with the Current Reports.

 

The pro forma financial information included as Exhibit 99.2 to this Current Report on Form 8-K/A has been presented for informational purposes only, as required by Form 8-K, and does not purport to represent the actual results of operations that the Company and Appili would have achieved had the entities been combined at and during the period presented in the pro forma financial information, and is not intended to project the future results of operations that the combined company may achieve following the transactions.

 

This Amendment No. 2 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company or its subsidiaries subsequent to the filing date of the Original Report.

 

 

Item 9.01. Financial Statements and Exhibits.

 

(a) Financial statements of business or funds acquired.

 

The (i) audited consolidated statements of financial position of Appili as of June 30, 2024 and 2023, and the related audited consolidated statements of changes in shareholders’ equity, loss and comprehensive loss and cash flows, for each of the three months ended June 30, 2024 are filed as Exhibit 99.1 hereto and are incorporated herein by reference.

 

(b) Pro forma financial information.

 

The unaudited pro forma condensed combined financial information of the Company giving pro forma effect to the acquisitions of Evofem Biosciences, Inc. and Appili, consisting of the unaudited pro forma consolidated statement of financial position as at June 30, 2024, the unaudited pro forma consolidated statement of financial position for the six months ended June 30, 2024, and the unaudited consolidated pro forma statement of earnings for the six months ended June 30, 2024, are filed as Exhibit 99.2, hereto and are incorporated herein by reference.

 

(d) Exhibits.

 

Exhibit No.		Exhibit
99.1		Unaudited financial statements of Appili Therapeutics, Inc. as of and for the three months ended June 30, 2024 and 2023
99.2		Unaudited pro forma combined financial information as of and for the  six months ended June 30, 2024
104		Cover Page Interactive Data File (embedded within the XBRL document)

 

 

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: September 5, 2024	By:	/s/ Amro Albanna
		Amro Albanna
		Chief Executive Officer

 

 

-3-

 

Exhibit 99.1

 

Appili Therapeutics Inc.

 

Interim Condensed Consolidated Financial Statements

(Unaudited)

 

June 30, 2024

 

 

August 13, 2024

 

Management’s Responsibility for Financial Reporting

 

The accompanying unaudited interim condensed consolidated financial statements of Appili Therapeutics Inc. (the “Company”) are the responsibility of management and have been approved by the Board of Directors. The unaudited interim condensed consolidated financial statements have been prepared by management in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. The unaudited interim condensed consolidated financial statements include some amounts and assumptions based on management’s best estimates, which have been derived with careful judgment.

 

In fulfilling its responsibilities, management has developed and maintained a system of internal accounting controls. These controls are designed to ensure that the financial records are reliable for preparation of the unaudited interim condensed consolidated financial statements. The Board of Directors reviewed and approved the Company’s unaudited interim condensed consolidated financial statements.

  

(signed)	“Don Cilla”		(signed)	“Kenneth Howling”
	President & Chief Executive Officer			Acting Chief Financial Office

 

 

Appili Therapeutics Inc.

Interim Condensed Consolidated Statements of Financial Position

(Unaudited)

As at June 30, 2024 and March 31, 2024

 

		June 30,				March 31,
		2024				2024
		$				$
Assets
Current Assets
Cash			301,265				94,493
Accounts receivable (note 4)			1,762,437				1,158,035
Investment tax credit receivable			25,900				15,300
Prepaid expenses and deposits			116,700				192,433
			2,206,302				1,460,261
Non-Current Assets
Property and equipment			26,777				30,142
Total Assets			2,233,079				1,490,403
Liabilities
Current Liabilities
Accounts payable and accrued liabilities (note 5)			4,524,115				4,183,176
Current portion of long-term debt (note 6)			9,201,749				7,309,657
Corporate taxes payable			43,063				47,149
			13,768,927				11,539,982
Non-Current liabilities
Long-term debt (note 6)			850,300				875,200
Total Liabilities			14,619,227				12,415,182
Shareholders’ equity			(12,386,148	)			(10,924,779	)
Total Liabilities and Shareholder’s Equity			2,233,079				1,490,403
Going concern (note 1)
Contingencies (note 11)
Subsequent events (note 12)

 

Approved by the Board of Directors

 

Signed	“Prakash Gowd”		Signed	“Theresa Matkovits”
	Director			Director

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

 

Appili Therapeutics Inc.

Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity

(Unaudited)

For the three months ended June 30, 2024 and 2023

 

		Share Capital				Contributed Surplus				Warrants				Deficit				Total
		$				$				$				$				$
		(note 7)				(note 8)				(note 9)
Balance- March 31, 2023			42,323,359				6,412,963				9,178,905				(65,312,206	)			(7,396,979	)
Employee share options:
Value of services recognized			-				147,346				-				-				147,346
Fair value of related party loan			-				31,300				-				-				31,300
Net loss and comprehensive loss for the period			-				-				-				(1,548,559	)			(1,548,559	)
Balance- June 30, 2023			42,323,359				6,591,609				9,178,905				(66,860,765	)			(8,766,892	)
Expired Warrants			-				6,203,902				(6,203,902	)			-				-
Employee share options:
Value of services recognized			-				44,000				-				-				44,000
Fair value of related party loan			-				30,464				-				-				30,464
Net loss and comprehensive loss for the period			-				-				-				(2,232,351	)			(2,232,351	)
Balance- March 31, 2024			42,323,359				12,869,975				2,975,003				(69,093,116	)			(10,924,779	)
Expired Warrants			-				140,000				(140,000	)			-				-
Employee share options:
Value of services recognized			-				80,014				-				-				80,014
Fair value of related party loan			-				43,528				-				-				43,528
Net loss and comprehensive loss for the period			-				-				-				(1,584,911	)			(1,584,911	)
Balance- June 30, 2024			42,323,359				13,133,517				2,835,003				(70,678,027	)			(12,386,148	)

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

 

Appili Therapeutics Inc.

Interim Condensed Consolidated Statements of Loss and Comprehensive Loss

(Unaudited)

For the three months ended June 30, 2024 and 2023

 

		June 30,				June 30,
		2024				2023
		$				$
Income
Interest income			-				8,327
			-				8,327
Expenses
Research and development			2,020,332				1,231,787
General and administrative			764,548				932,711
Business development			-				66,568
Financing costs			1,231,105				381,286
Government assistance			(2,487,785	)			(922,576	)
Exchange gain/(loss)			56,711				(145,390	)
			1,584,911				1,544,386
Loss before income taxes			(1,584,911	)			(1,536,059	)
Provision for income taxes			-				12,500
Net loss and comprehensive loss for the period			(1,584,911	)			(1,548,559	)
Basic and diluted loss per share			(0.01	)			(0.01	)
Weighted-average shares outstanding			121,266,120				121,266,120

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

 

Appili Therapeutics Inc.

Interim Condensed Consolidated Statements of Cash Flows

(Unaudited)

For the three months ended June 30, 2024 and 2023

 

		June 30				June 30
		2024				2023
		$				$
Cash provided by (used in)
Operating activities
Net loss and comprehensive loss for the period			(1,584,911	)			(1,548,559	)
Changes to operations not involving cash:
Amortization of property and equipment			3,365				3,442
Non-cash finance costs			1,231,105				381,474
Share-based compensation			80,014				147,346
Unrealized gain from changes in foreign currency			(420	)			(690	)
Unrealized foreign exchange translation (LZH)			53,033				(142,196	)
			(217,814	)			(1,159,183	)
Net changes in non-cash operating working capital:
Increase in amounts receivable			(604,402	)			(894,668	)
Increase in investment tax credits receivable			(10,600	)			(8,000	)
Decrease (increase) in prepaids expenses and deposits			75,733				(54,665	)
Increase in accounts payable and accrued liabilities			625,008				92,674
			(132,075	)			(2,023,842	)
Financing activities
Proceeds from long-term debt			400,000				150,000
Repayment of long-term debt			(42,759	)			(23,225	)
Accreted interest involving cash			(18,814	)			(19,199	)
			338,427				107,576
Investing activities
Additions to property and equipment			-				(29,717	)
			-				(29,717	)
Net change in cash during the period			206,352				(1,945,983	)
Cash - Beginning of period			94,493				2,465,882
Changes due to foreign exchange			420				690
Cash - End of period			301,265				520,589
Supplementary cash flow
Interest paid			18,814				422,135

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

 

Appili Therapeutics Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Unaudited)

For the three months ended June 30, 2024 and 2023

 

1

Nature of operations and liquidity risk

 

Appili Therapeutics Inc. (the “Company” or “Appili”) is a biopharmaceutical company dedicated to advancing the global fight against infectious diseases by matching clearly defined patient needs with drug development programs that provide solutions to existing challenges patients, doctors and society face. Appili has one wholly owned subsidiary, Appili Therapeutics Inc. USA. The Company is domiciled in Halifax, Nova Scotia. The Company exists under the Canada Business Corporations Act, and its Class A common shares (“common shares”) are listed for trading on the Toronto Stock Exchange (“TSX”) under the symbol “APLI”. The Company also trades in the United States on the OTCQX Exchange. The address of its principal place of business is #21-1344 Summer Street, Halifax, Nova Scotia, Canada.

 

Aditxt Transaction

 

On April 2, 2024, the Company announced that it had entered into a definitive arrangement agreement (the “Arrangement Agreement”) pursuant to which Aditxt, through its wholly-owned subsidiary, Adivir, Inc. (“Adivir” or the “Buyer”), agreed to acquire all of the issued and outstanding Class A common shares (the “Appili Shares”) of the Company by way of a court-approved plan of arrangement under the Canada Business Corporations Act (the “Transaction”).

 

Under the terms of the Arrangement Agreement, shareholders of the Company (the “Appili Shareholders”) will receive (i) 0.002745004 of a share of common stock (each whole share, an “Aditxt Share”) of Aditxt (the “Share Consideration”) and (ii) US$0.0467 (or approximately CAD$0.0633 with reference to the Bank of Canada closing exchange rate on March 29, 2024) for each Appili Share held (the “Cash Consideration” and together with the Share Consideration collectively, the “Transaction Consideration”) representing implied total consideration per Appili Share of approximately US$0.0561(or approximately CAD$0.07598 with reference to the Bank of Canada closing exchange rate on March 29, 2024) based on the closing price of the Aditxt shares on March 28, 2024.

 

The Transaction will be affected by way of a court-approved plan of arrangement pursuant to the Canada Business Corporations Act. Under the terms of the Arrangement Agreement, Adivir will acquire all of the issued and outstanding Appili Shares, with each Appili Shareholder receiving the Transaction Consideration. In connection with the Transaction, each outstanding option and warrant of the Company will be cashed-out based on the implied in-the-money value of the Transaction Consideration.

 

In connection with the Transaction Aditxt will: (i) agree to repay no less than 50% in outstanding senior secured debt at the closing of the Transaction (the “Closing”) and to repay the remaining outstanding senior secured debt by no later than December 31, 2024; (ii) assume all of the Company’s remaining outstanding liabilities and indebtedness, and (iii) agree to satisfy certain payables of the Company at Closing as further detailed in the Arrangement Agreement.

 

The Transaction is subject to the approval of at least two-thirds of the votes cast by the Company shareholders.

 

 

Appili Therapeutics Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Unaudited)

For the three months ended June 30, 2024 and 2023

 

1

Nature of operations and liquidity risk (continued)

 

Aditxt Transaction (continued)

 

The Transaction is conditional upon Aditxt raising at least US$20 million in financing (the “Aditxt Financing”) prior to 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. Subject to the receipt of all required approvals, Closing is currently expected during calendar Q3.

 

The Arrangement Agreement contains customary terms and conditions, including non-solicitation provisions which are subject to Appili’s right to consider and accept a superior proposal subject to a matching right in favour of Aditxt. The Arrangement Agreement also provides for the payment of a termination fee of $1.25 million by Aditxt to the Company in certain circumstances.

 

The date of completion of the Transaction and other terms in the Arrangement Agreement were amended subsequent to June 30, 2024, as detailed in note 12.

 

Going concern

 

These unaudited interim condensed consolidated financial statements have been prepared using International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”) applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they come due.

 

For the period ended June 30, 2024, the Company reported a loss of $1,584,911 (June 30,2023 - $1,548,559) and an accumulated deficit of $70,678,027 (June 30,2023 - $66,860,765). In addition to repaying or refinancing the Company’s debt facilities that mature in the next twelve months and funding its ongoing working capital requirements, the Company must secure sufficient funding through financing activities to cover research and development expenditures to advance the programs in its pipeline that are planned for the next twelve months. These circumstances lend significant doubt as to the ability of the Company to fund planned expenditures and, accordingly, the appropriateness of the use of accounting principles applicable to a going concern.

 

The ability of the Company to repay or refinance its debt facilities and fund working capital requirements to advance its programs in its pipeline is dependent on successfully closing the proposed transaction with Aditxt or raising additional financing through equity and/or non-dilutive funding and/or partnerships. There can be no assurance that additional financing will be available on acceptable terms or at all. If the Company is unable to obtain additional financing when required, Appili may have to substantially reduce or eliminate planned expenditures. Management is evaluating alternatives to secure additional financing so that the Company can continue to operate as a going concern. Nevertheless, there is no assurance that these initiatives will be successful.

 

The Company’s ability to continue as a going concern is dependent on its ability to successfully complete the proposed transaction with Aditxt and/or raise funding to satisfy its debt and working capital requirements and fund its research and development programs. These interim condensed consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material.

 

 

Appili Therapeutics Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Unaudited)

For the three months ended June 30, 2024 and 2023

 

2.

Basis of preparation

 

The Company prepares its unaudited interim condensed consolidated financial statements in accordance with IFRS Accounting Standards and Part I of the Chartered Professional Accountants of Canada Handbook – Accounting.

 

These unaudited interim condensed consolidated financial statements have been prepared in accordance with IFRS Accounting Standards applicable to the preparation of interim condensed consolidated financial statements, including IAS 34, International Accounting Standards 34 “Interim Financial Reporting”. Accordingly, certain information normally included in annual consolidated financial statements prepared in accordance with IFRS Accounting Standards, have been omitted or condensed. The unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s annual audited financial statements for the year ended March 31, 2024. The accounting policies used are consistent with those used in the audited financial statements.

 

The policies applied in these unaudited interim condensed consolidated financial statements are based on IFRS Accounting Standards issued and outstanding as of August 13, 2024, the date the Board of Directors approved the unaudited interim condensed consolidated financial statements.

 

3

Critical accounting estimates and judgments

 

These unaudited interim condensed consolidated financial statements for the three months ended June 30, 2024 have been prepared using the same policies and methods as the annual audited consolidated financial statements of the Company. Refer to note 3 of the Company’s annual audited consolidated financial statements for the year ended March 31, 2024 for more information on accounting estimates and judgements applied.

 

4

Accounts receivable

 

		June 30,				March 31,
		2024				2024
		$				$
Sales tax receivable			88,996				71,310
Amounts due from USAFA			1,661,744				1,075,028
Other receivable			11,697				11,697
			1,762,437				1,158,035

 

 

Appili Therapeutics Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Unaudited)

For the three months ended June 30, 2024 and 2023

 

4

Accounts receivable (continued)

 

During the prior year, the Company entered into a contract with US Air Force Academy (“USAFA”) to fund the early-stage development and regulatory activities for ATI-1701 amounting to US$13,966,218 (CAD$18,752,441). Of this amount, US$10,940,578 (CAD$14,824,483) is allotted and currently available. If additional funds are not made available by USAFA, then the agreement will be terminated, and the Company is not obligated to continue with the related research activities or incur costs in excess of the amount allotted.

 

Under the terms of its contract with USAFA, the Company will be reimbursed for direct costs and labour costs associated with budgeted program activities, and a portion of its overhead costs. The contract period of performance is May 5, 2023 to September 30, 2025. In the event of a termination, USAFA will retain the USAFA purpose licence for the invention, copyright work, and data made or developed under the contract.

 

For the three months ended June 30, 2024, the Company recognized the reimbursement of costs of $2,477,185 (June 30, 2023 - $914,576), as government assistance.

 

5

Due to related party and related transactions

 

The Company’s Chair of the Board of Directors (formerly Chief Executive Officer) is a partner of Bloom Burton & Co. (’‘Bloom Burton’’), which is a principal shareholder of the Company. For the three months ended June 30, 2024, the Company accrued $13,000 (June 30, 2023 - $nil) in directors fees for services performed as the Chair. As at June 30, 2024, $13,000 (June 30, 2023 - $nil) is included in accounts payable and accrued liabilities owing to the Chair and $nil (June 30, 2023 - $212,572) owing to the former Chief Executive Officer in accordance with his employment contract, which was terminated on November 12, 2022 due to his change in role. The Company granted 200,000 options (June 30, 2023 – 975,000) to the former Chief Executive Officer during the three months ended June 30, 2024.

 

For the three months ended June 30, 2024, the Company was charged $nil (June 30, 2023 - $66,568) for consulting services in relation to business development activities performed by Bloom Burton Securities Inc., an affiliate of Bloom Burton.

 

On April 26, 2024, the Company obtained an additional unsecured second bridge loan from Bloom Burton amounting to $300,000. On June 28, 2024, an addition $100,000 was advanced on the unsecured second bridge loan (see note 6).

 

As at June 30, 2024, the principal and interest outstanding under the original bridge loan and the second bridge loan was $743,632 (March 31, 2024 - $300,000) and the fair value of the bridge loans were determined to be $660,478 (March 31, 2024- $281,687), included in long-term debt.

 

 

Appili Therapeutics Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Unaudited)

For the three months ended June 30, 2024 and 2023

 

6

Long-term debt

 

		June 30,				March 31,
		2024				2024
		$				$
ACOA Business Development Program interest-free loan with a maximum contribution of $500,000 repayable in 120 equal monthly payments of $4,167 beginning April 1, 2018. As at June 30, 2024, the principal outstanding was $225,000 (March 31, 2024- $237,500) and has been recorded at an effective interest rate of 12%.			173,200				180,400
ACOA Business Development Program interest-free loan with a maximum contribution of $500,000 repayable in 84 equal monthly payments of $5,952 beginning January 1, 2019. As at June 30, 2024, the principal outstanding was $160,736 (March 31, 2024- $178,592) and has been recorded at an effective interest rate of 12%.			140,200				153,600
ACOA Business Development Program interest-free loan with a maximum contribution of $474,839 repayable in 120 equal monthly payments of $3,960 beginning March 1, 2020. As at June 30, 2024, the principal outstanding was $304,560 (March 31, 2024- $316,440) and has been recorded at an effective interest rate of 12%.			211,800				217,200
ACOA Atlantic Innovation Fund (‘AIF’) interest-free loan with a maximum contribution of $2,803,148. Annual repayments, commencing December 1, 2021 are calculated as 5% of gross revenue from resulting products for the preceding fiscal year. As at June 30, 2024, the amount drawn down on the loan is $2,796,139 (March 31, 2024- $2,796,139) and has been recorded at an effective interest rate of 26.8%.			454,200				466,400
Long Zone Holdings Inc. (LZH) secured loan bearing an interest rate of the higher of 11% or the US prime lending rate plus 3.25% per year plus 4% per year fixed maintenance fee (compounded quarterly, with a maturity date of March 15, 2025. As at June 30, 2024, the principal outstanding was nil (March 31, 2024- US$3,600,000)			-				4,751,898
LZH revised first tranche secured loan of US$4,288,710 (CAD$5,811,202), outstanding as at June 30, 2024 (March 31, 2024- $nil). See details of the loan disclosed below.			5,608,146				-
Long Zone Holdings Inc. (LZH) secured loan bearing an interest rate of the higher of 11% or the Canadian prime lending rate plus 4.3% per year, plus 4% per year fixed maintenance fee, compounded quarterly, with a maturity date of March 15, 2025. As at June 30, 2024, the principal outstanding was $nil (March 31, 2024- $2,500,000)			-				2,133,672
LZH revised second tranche secured loan of $2,934,247, outstanding as at June 30, 2024 (March 31, 2024- $nil). See details of loan disclosed below.			2,804,026				-
Bloom Burton unsecured original bridge loan bearing an interest rate of 1% per annum for the first month increasing to 2% thereafter (average rate during the period was 2% (June 30, 2023 - 1%) and matures the earlier of July 31, 2024 or certain corporate events. As at June 30, 2024, the principal and interest outstanding was $305,468 (March 31, 2024- $300,000)			293,817				281,687
Bloom Burton unsecured second bridge loan bearing an interest rate of 10% per annum and matures the earlier of April 26, 2025 or the occurrence of the change in control of the Company. As at June 30, 2024, the principal and interest outstanding was $438,164 (March 31, 2024- $nil)			366,661				-
			10,052,049				8,184,857
Less: Current Portion			(9,201,749	)			(7,309,657	)
			850,300				875,200

 

 

Appili Therapeutics Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Unaudited)

For the three months ended June 30, 2024 and 2023

 

6

Long-term debt (continued)

 

ACOA Loans

 

Total contributions received, less amounts that have been repaid as at June 30, 2024 for ACOA loans, were $3,486,435 (March 31, 2024 - $3,528,671). Certain ACOA loans require approval by ACOA before the Company can pay dividends or other distributions, or before there is any change in ownership of the Company.

 

Bloom Burton unsecured bridge loan

 

On April 26, 2024, the Company obtained a second bridge loan from Bloom Burton amounting to $300,000. The second bridge loan bears an interest at 10% per annum and is due the earlier of April 26, 2025, or the occurrence of a change in control of the Company, as detailed in the GRID promissory agreement. On June 28, 2024, the Company and Bloom Burton agreed to advance an additional $100,000 and increase the principal outstanding on the second bridge loan to $400,000.

 

The second bridge loan was recorded at fair value at inception. The fair value was calculated using the discounted cashflow method using a discount rate of 24% based on the estimated market interest rate of comparable debt. The fair value for the second bridge loan was determined to be $356,472 and the discount of $43,528 has been accounted for as a transaction with a shareholder and credited to equity as contributed surplus.

 

Interest on the second bridge loan is accrued monthly, commencing May 31, 2024. Prior to the maturity date, interest accrued under the loan is added to the principal amount.

 

LZH Secured Loans

 

On April 1, 2024, the Company and the lender, LZH, entered into a consent and waiver agreement which restructured the terms of the two loan arrangements:

 

●

The first tranche of the loan, including all fees and accrued interest thereon, will be repayable in two lump sum payments:

 

o

A payment of US$ 2,100,132 is due on the closing of the Transaction with Aditxt if the transaction is closed by June 30, 2024. In the event the transaction closes after that date the payment will increase by a late payment fee of US$1,553 per day until the payment is made. The Company currently expects the transaction will close by September 30, 2024.

 

o

A payment of US$2,047,216 due on December 31, 2024.

 

 

Appili Therapeutics Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Unaudited)

For the three months ended June 30, 2024 and 2023

 

6

Long-term debt (continued)

 

●

The second tranche of the loan, including all fees and accrued interest thereon, will be repayable in two lump sum payments:

 

o

A payment of $1,454,121 is due on the closing of the Transaction with Aditxt if the transaction is closed by June 30, 2024. In the event the transaction closes after that date the payment will increase by a late payment fee of $1,062 per day until the payment is made. The Company currently expects the transaction will close by September 30, 2024.

 

o

A payment of $1,383,116 due on December 31, 2024.

 

●

The consent and waiver agreement provided the requisite consent to the Transaction (see note 1) and agreed to waive the requirement to secure additional funding and maintain a minimum cash balance of US$360,000 until December 31, 2024, or in the event that the Transaction does not close.

 

●

With respect to the interest payment due on March 31, 2024, of $191,545 relating to the first tranche and $96,610 relating to the second tranche, LZH agreed to capitalize the interest and add it to the principal of the loans.

 

●

The Company agreed to pay LZH legal costs associated with the amendment amounting to $18,000, which has been recorded as an expense in the interim condensed consolidated statements of loss and comprehensive loss for the period.

 

The Company has accounted for this arrangement as an extinguishment of the initial two tranches. The Company has elected to account for the new tranches at fair-value through profit and loss (“FVTPL”) at inception and has valued the instruments based on the new terms under the consent and waiver agreement. The instruments will subsequently be measured at fair value at each balance sheet date, with changes in value being recognized in net income (loss). A loss on extinguishment of $1,017,530 was recognized as a result of this arrangement.

 

In the determination of their fair value, management assumed that the Transaction with Aditxt would close on September 30, 2024, and has included late payment fees of US$152,915 and $97,671 for the first and second tranche respectively, as the transaction had not closed by June 30, 2024. A discount rate of 24% was applied to the estimated cashflows in determining the fair value. If the discount rate used by management was 5% higher or 5% lower in the June 30, 2024 valuation the fair value of the loans would decrease by $136,000 or increase by $141,000, respectively

 

 

Appili Therapeutics Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Unaudited)

For the three months ended June 30, 2024 and 2023

 

6

Long-term debt (continued)

 

The fair value of the LZH secured loan is as follows:

 

		$
LZH secured loan - March 31, 2024			6,885,570
Accreted interest			-
Interest added to principal			289,646
Loss on extinguishment of loans			727,884
Change in fair value of loans			456,038
Unrealized foreign exchange gain			53,033
LZH secured loan - June 30, 2024			8,412,171

 

Minimum annual repayments of long-term debt over the next five years (listed below), do not include potential ACOA Atlantic Innovation Fund repayments beyond 2024, since these are not determinable at this time:

 

		$
Year ending March 31, 2025			9,201,749
March 31, 2026			118,381
March 31, 2027			101,342
March 31, 2028			75,325
March 31, 2029			72,250
			9,569,047

 

Net debt reconciliation

 

		June 30,				March 31,
		2024				2024
		$				$
Balance - Beginning of period			8,184,857				7,665,345
Accreted interest, cash			(18,814	)			(72,521	)
Accreted interest			45,692				485,576
Unrealized foreign exchange translation (LZH)			53,033				(35,356	)
Net proceeds from bridge loans			400,000				300,000
Interest added to principal (LZH)			289,646				-
Loss on extinguishment of loans (LZH)			727,884				-
Fair value of adjustment recorded of LZH loans			456,038				-
Fair value of adjustment recorded of bridge loans			(43,528	)			(61,764	)
Repayment of debt			(42,759	)			(96,423	)
Balance - End of period			10,052,049				8,184,857
Less: Current Portion			(9,201,749	)			(7,309,657	)
Non-current portion			850,300				875,200

 

 

Appili Therapeutics Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Unaudited)

For the three months ended June 30, 2024 and 2023

 

7

Share capital

 

Authorized

 

Unlimited number of Class A common shares

Unlimited number of Class B non-voting common shares (nil outstanding)

Unlimited number of preferred shares (nil outstanding)

 

Issued

 

Class A common shares

 

		Number of
		Shares				Amount
		#				$
Balance - March 31, 2024 and June 30, 2024			121,266,120				42,323,359

 

8

Contributed surplus

 

The change in contributed surplus as presented in the consolidated statements of changes in shareholders’ equity is as follows:

 

		Amount
		$
Balance- March 31, 2023			6,412,963
Vesting of stock options			147,346
Balance- June 30, 2023			6,560,309
Vesting of stock options			44,000
Fair value adjustment of Bridge Loan			61,764
Warrants expired			6,203,902
Balance- March 31, 2024			12,869,975
Vesting of stock options			80,014
Warrants expired			140,000
Fair value of related party loan (see note 6)			43,528
Balance- June 30, 2024			13,133,517

 

The Board of Directors of the Company has established a stock option plan (the “Plan”) under which options to acquire common shares of the Company are granted to directors, employees and other advisors of the Company. The maximum number of common shares issuable under the Plan shall not exceed 10% of the issued and outstanding common shares at the date of the grant. If any option expires or otherwise terminates for any reason without having been exercised in full, or if any option is exercised in whole or in part, the number of shares in respect of which option is expired, terminated or was exercised shall again be available for the purposes of the Plan.

 

 

Appili Therapeutics Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Unaudited)

For the three months ended June 30, 2024 and 2023

 

8

Contributed surplus (continued)

 

Stock options are granted with an exercise price determined by the Board of Directors, which is the market price of the shares on the day preceding the award. The term of the option is determined by the Board of Directors, not to exceed ten years from the date of grant. The vesting of the options is determined by the Board and is typically 33 1/3% every year after the date of grant.

 

In the event that the option holder should die while he or she is still a director, employee or other advisor of the Company, the expiry date shall be one (1) year from the date of death of the option holder, not to exceed the original expiry date of the option. In the event that the option holder ceases to be a director, employee or other advisor of the Company other than by reason of death or termination, the expiry date of the option shall be three (3) months following the date the option holder ceases to be a director, employee or other advisor of the Company, not to exceed the original expiry date of the option.

 

On May 15, 2023, the Company granted 4,673,250 stock options under Appili’s Stock Option Plan. The stock options will be exercisable at $0.04 per share and will have a term of ten years. 3,487,500 options vest immediately and 1,185,750 will vest over a period of three years.

 

On November 15, 2023, the Company granted 140,000 stock options under Appili’s Stock Option Plan. The stock options will be exercisable at $0.04 per share and will have a term of ten years and will vest immediately.

 

On April 29, 2024, the Company granted 3,563,281 stock options under Appili’s Stock Option Plan. The stock options will be exercisable at $0.04 per share and will have a term of ten years. 1,779,000 options vest immediately and 1,784,281 will vest over a period of three years.

 

The fair value of stock options is estimated using the Black-Scholes valuation model. Due to the absence of company specific volatility rates, the Company determined the expected volatility of these stock options using the average volatility of biotechnology companies traded on the Toronto Stock Exchange and the TSX Venture Exchange.

 

Option activity for the three months ended June 30, 2024 and June 30, 2023 were as follows:

 

						June 30, 2024								June 30, 2023
						Weighted								Weighted
						average								average
		Number				exercise price				Number				exercise price
		#				$				#				$
Outstanding - Beginning of period			7,957,000				0.06				3,168,750				0.10
Granted			3,563,281				0.04				4,673,250				0.04
Outstanding - End of period			11,520,281				0.06				7,842,000				0.06

 

 

Appili Therapeutics Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Unaudited)

For the three months ended June 30, 2024 and 2023

 

8

Contributed surplus (continued)

 

During the three months ended June 30,2024, 3,563,281 stock options (June 30, 2023– 4,673,250) with a weighted average exercise price of $0.04 (June 30, 2023 - $0.04) and a term of 10 years (June 30, 2023 – 10 years) were granted to the employees. The value of these stock options was estimated at $142,531 (June 30, 2023 - $186,930) which is a weighted average grant date value per option of $0.04 (June 30, 2023 - $0.04) using the Black -Scholes valuation model and the following weighted average assumptions:

 

		June 30, 2024				June 30, 2023
Risk-free interest rate			3.75	%			3.83	%
Expected volatility			120	%			120	%
Expected life (years)			10				10
Dividend yield			-				-

 

9

Warrants

 

Warrant activity for the three months ended June 30, 2024 and June 30, 2023 were as follows:

 

						Weighted
						average
		Number				exercise price
		#				$
Outstanding - March 31, 2023 and June 30, 2024			58,247,879				0.49
Expired			(13,391,005	)			1.29
Outstanding - March 31, 2024			44,856,874				0.25
Expired			(3,500,000	)			0.10
Outstanding - June 30, 2024			41,356,874				0.27

 

 

Appili Therapeutics Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Unaudited)

For the three months ended June 30, 2024 and 2023

 

10

Financial instruments

 

Financial instruments are defined as a contractual right or obligation to receive or deliver cash on another financial asset. The following table sets out the approximate fair values of financial instruments as at the consolidated statements of financial position dates with relevant comparatives:

 

		June 30, 2024								March 31, 2023
		Carrying Value				Fair Value				Carrying Value				Fair Value
		$				$				$				$
Cash			301,265				301,265				94,493				94,493
Amounts Receivable			1,673,441				1,673,441				1,086,725				1,086,725
Accounts Payable and accrued liabilities			4,524,115				4,524,115				4,183,176				4,183,176
Long-term debt			10,052,049				10,052,049				8,184,857				8,184,857

 

Assets and liabilities, such as commodity taxes, that are not contractual and arise as a result of statutory requirements imposed by governments, do not meet the definition of financial assets or financial liabilities and are, therefore, excluded from amounts receivable and accounts payable and accrued liabilities in this table.

 

Fair value of items, which are short-term in nature, has been deemed to approximate their carrying value. The above-noted fair values, presented for information only, reflect conditions that existed only at June 30, 2024, and do not necessarily reflect future value or amounts, which the Company might receive if it were to sell some or all of its assets to a willing buyer in a free and open market.

 

The fair value of the long-term debt is estimated based on the expected interest rates for similar borrowings by the Company at the unaudited interim condensed consolidated statements of financial position dates. At June 30, 2024, the fair value is estimated to be equal to the carrying amount. The inputs into the determination of the fair value of the long-term debt, including the discount rate, are classified as Level 3 in the fair value hierarchy.

 

 

Appili Therapeutics Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Unaudited)

For the three months ended June 30, 2024 and 2023

 

10

Financial instruments (continued)

 

The following table outlines the contractual repayments for long-term debt, which includes loans with a set repayment schedule, as well as loans that are repayable based on a percentage of revenues, for the Company’s financial liabilities. The long-term debt is comprised of the contributions received described in note 6 as at June 30, 2024:

 

		Total				Year 1				Years 2 to 3				Years 4 to 5				After 5 Years
		$				$				$				$				$
Accounts payable and accrued liabilities			4,524,115				4,524,115				-				-				-
Long-term debt			13,350,698				10,067,117				361,093				336,975				2,585,513
			17,874,813				14,591,232				361,093				336,975				2,585,513

 

11

Contingencies

 

The Company is currently party to a lawsuit by a previous employee with a demand amount of US$360,000. The Company’s management believes the litigation is frivolous and does not consider the exposure to such litigation to be material, although this cannot be predicted with certainty.

 

12

Subsequent events

 

On July 2, 2024, the Company and Aditxt amended certain terms in the Arrangement Agreement as follows: (a) the Outside Date (as defined in the Arrangement Agreement) was changed from July 31, 2024 to August 30, 2024; (b) the deadline to convene the Company’s special shareholders’ meeting was changed from June 30, 2024 to August 30, 2024; and (c) the deadline for Aditxt to complete the Financing (as defined in the Arrangement Agreement) was changed from June 30, 2024 to August 30, 2024 or such later date as the Parties may agree in writing.

 

On July 17, 2024, the Company and Bloom Burton agreed to extend the original bridge loan with principal outstanding of $300,000, together with all accrued and capitalized interest thereon, to the earlier of: (i) the date of the Transaction is completed, or (ii) September 30, 2024.

 

On July 18, 2024, the Company and Aditxt further amended certain terms of the Arrangement Agreement as follows: (a) the Outside Date (as defined in the Arrangement Agreement) was changed from August 30, 2024 to September 30, 2024, (b) the deadline to convene the Company’s special shareholders’ meeting was changed from August 30, 2024 to September 30, 2024, and (c) the deadline for Aditxt to complete the Financing (as defined in the Arrangement Agreement) was changed from August 30, 2024 to September 15, 2024 or such later date as the parties may agree in writing.

 

Exhibit 99.2

 

Aditxt Inc.

 

Unaudited Pro Forma Consolidated Financial Statements

(In U.S. dollars)

June 30, 2024

  

Aditxt Inc.

Pro Forma Consolidated Statement of Financial Position

(Unaudited)

(In thousands of U.S. dollars)

As at June 30, 2024

 

		Aditxt				Evofem				Appili (Note 3)				Pro Forma adjustments				Notes		Pro Forma consolidated
		$				$				$				$						$
ASSETS
CURRENT ASSETS:
Cash			91				-				220				12,104			5(a)			12,415
Restricted Cash			-				692				-				-						692
Accounts receivable, net			407				4,617				1,287				-						6,311
Inventory			566				1,060				-				-						1,626
Prepaid expenses			443				845				85				-						1,373
Other receivable			-				-				19				-						19
TOTAL CURRENT ASSETS			1,507				7,214				1,611				12,104						22,436
Fixed assets, net			1,864				1,187				20				-						3,071
Intangible assets, net			8				-				-				6,275			5(b)			6,283
Deposits			107				-				-				-						107
Right of use asset - long term			1,611				114				-				-						1,725
Other assets			-				36				-				-						36
Goodwill			-				-				-				134,849			5(c)			134,849
Investment in Evofem / Appili			23,277				-				-				(23,277	)		5(d)			-
TOTAL ASSETS			28,374				8,551				1,631				129,951						168,507

 

		Aditxt				Evofem				Appili (Note 3)				Pro Forma Adjustments				Notes		Pro Forma Consolidated
		$				$				$				$						$
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued expenses			13,139				24,065				3,305				2,600			5(e)			43,109
Notes payable - related party			467				-				-				-						467
Notes payable, net of discount			5,946				397				-				-						6,343
Financing on fixed assets			148				-				-				-						148
Deferred rent			131				-				-				-						131
Convertible notes payable carried at fair value			-				13,239				-				(13,239	)		5(e)			-
Convertible notes payable - Adjuvant			-				29,646				-				(29,646	)		5(e)			-
Derivative liabilities			-				942				-				(942	)		5(e)			-
Other current liabilities			-				3,776				-				-						3,776
Other current liabilities - related party			-				1,000				-				(1,000	)		5(e)			-
Corporate taxes payable			-				-				31				-						31
Long-term debt - current			-				-				6,723				-						6,723
Lease liability - current			735				113				-				-						848
TOTAL CURRENT LIABILITIES			20,566				73,178				10,059				(42,227	)					61,576
Settlement liability			720				-				-				-						720
Long-term debt – non-current			-				-				621				-						621
Lease liability - long term			745				1				-				-						746
TOTAL LIABILITIES			22,031				73,179				10,680				(42,227	)					63,663
Convertible and redeemable preferred stock			-				4,687				-				76,786			5(f)			81,473
STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock			2				8				-				(8	)		5(g)			2
Treasury stock			(202	)			-				-				-						(202	)
Additional paid-in capital			156,790				823,709				44,719				(847,942	)		5(g)			177,276
Accumulated other comprehensive income (loss)			-				(781	)			260				521			5(g)			-
Accumulated deficit			(150,024	)			(892,251	)			(54,028	)			942,821			5(g)			(153,482	)
			6,566				(69,315	)			(9,049	)			95,392						23,594
NON-CONTROLLING INTEREST			(223	)			-				-				-						(223	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)			6,343				(69,315	)			(9,049	)			95,392						23,371
TOTAL LIABILITIES, CONVERTIBLE AND REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)			28,374				8,551				1,631				129,951						168,507

 

The accompanying notes are an integral part to these unaudited pro forma consolidated financial statements.

 

Aditxt Inc.

Pro Forma Consolidated Statement of Earnings

(Unaudited)

(In thousands of U.S. dollars, except shares and earnings per share)

For the six months ended June 30, 2024

 

		Aditxt				Evofem				Appili (Note 3)				Pro Forma Adjustments				Notes		Pro Forma Consolidated
		$				$				$				$						$
REVENUE
Sales			124				7,763				8				-						7,895
Cost of goods sold			89				1,453				-				-						1,542
Gross profit			35				6,310				8				-						6,339
OPERATING EXPENSES
Research and development			9,699				864				2,669				-						13,231
Sales and marketing			65				4,588				15				-						4,668
General and administrative expenses			7,783				5,091				1,164				-						14,038
Total operating expenses			17,547				10,543				3,848				-						31,937
NET LOSS FROM OPERATIONS			(17,512	)			(4,233	)			(3,840	)			-						(25,584	)
OTHER INCOME/(EXPENSE)
Interest expense			(3,581	)			-				-				-						(3,581	)
Interest income			1				10				1				-						12
Other expense, net			-				(1,174	)			(135	)			-						(1,309	)
Amortization of debt discount			(1,192	)			-				-				-						(1,192	)
Amortization of intangible assets			-				-				-				(293	)		5(h)			(293	)
Loss on issuance of financial instruments			-				(3,300	)			-				3,300			5(h)			-
Gain on debt extinguishment			-				1,120				-				(1,120	)		5(h)			-
Change in fair value of financial instruments			-				4,127				-				(4,127	)		5(h)			-
Financing costs			-				-				(1,188	)			-						(1,188	)
Government assistance			-				-				3,190				-						3,190
Loss on note exchange agreement			(209	)			-				-				-						(209	)
Total other income/(expense)			(4,981	)			783				1,868				(2,240	)					(4,570	)
Net loss before income taxes			(22,493	)			(3,450	)			(1,972	)			(2,240	)					(30,154	)
Income tax expense			-				(8	)			(7	)			-						(15	)
NET LOSS			(22,493	)			(3,458	)			(1,979	)			(2,240	)					(30,169	)
NON-CONTROLLING INTEREST LOSS			(213	)			-				-				-						(213	)
NET LOSS ATTRIBUTABLE TO ADITXT, INC. & SUBSIDIARIES			(22,279	)			(3,458	)			(1,979	)			(2,240	)					(29,956	)
Deemed Dividend			-				(94	)			-				94			5(h)			-
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS			(22,279	)			(3,552	)			(1,979	)			(2,146	)					(29,956	)
NET LOSS per share:
Basic		$	(13.05	)																$	(14.69	)
Diluted		$	(13.05	)																$	(14.69	)
Weighted average number of shares:
Basic			1,707,155																		2,040,031
Diluted			1,707,155																		2,040,031

 

The accompanying notes are an integral part to these unaudited pro forma consolidated financial statements.

 

 

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the six months ended June 30, 2024

 

1

Description of Transactions

 

Acquisition of Appili Therapeutics Inc. by Aditxt Inc.:

 

On December 12, 2023, Aditxt Inc. (“Aditxt”), through its wholly owned subsidiary, Adivir, Inc. (“Adivir”), entered into an agreement to acquire all of the outstanding Class A common shares of Appili Therapeutics Inc. (“Appili”) by way of a court approved plan of arrangement under the Canada Business Corporations Act and a definitive arrangement agreement entered between Appili and Adivir (the “Appili Transaction”). Upon closing of the Appili Transaction, Appili will become an indirect, wholly owned subsidiary of Aditxt. As part of the acquisition terms, Appili shareholders will receive 0.002745004 of a share of Aditxt common stock (the “Share Consideration”) and US$0.0467 in cash for each Appili share held (the “Cash Consideration” and together with Share Consideration collectively, the “Appili Transaction Consideration”), representing total consideration of approximately $6,582 based on closing price of the Aditxt shares on July 5, 2024. The consideration for acquiring Appili also included the assumption of Appili’s existing liabilities.

 

Acquisition of Evofem Biosciences by Aditxt:

 

On December 11, 2023, Aditxt, through a definitive agreement, entered into an Agreement and Plan of Merger, as amended and restated, with Evofem Biosciences, Inc. ("Evofem") whereby Evofem will merge with a merger sub with Evofem surviving as as a wholly owned subsidiary of Aditxt (the “Evofem Transaction” and together with the Appili Transaction collectively, “the Transactions”)). The consideration for acquiring Evofem includes the issuance or exchange of convertible preferred stock of $91,610, and cash consideration of $1,800 to Evofem’s common stockholders, along with paying off Evofem’s senior secured notes amounting to $13,045 and the assumption of Evofem's existing liabilities.

 

On July 12, 2024 (the “Closing Date” of the Amended and Restated Merger Agreement), the Company completed the Initial Parent Equity Investment (as defined under the Merger Agreement) and entered into a Securities Purchase (the “Series F-1 Securities Purchase Agreement”) with Evofem, pursuant to which the Company purchased 500 shares of Evofem’s Series F-1 Convertible Preferred Stock par value $0.0001 per share (“EvoFem F-1 Preferred Stock”) for an aggregate purchase price of $500. In connection with the Series F-1 Securities Purchase Agreement, the Company and Evofem entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which EvoFem agreed to file with the SEC a registration statement covering the resale of the shares of its common stock issuable upon conversion of the Evofem Series F-1 Preferred Stock within 300 days of the Closing Date and to have such registration statement declared effective by the SEC the earlier of the (i) 90th calendar day after the Closing Date and (ii) 2nd Business Day after the date EvoFem is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be reviewed or will not be subject to further review. Pursuant to the Merger Agreement, the Company is also obligated to purchase an additional 3,500 shares of EvoFem Series F-1 Preferred Stock for an additional aggregate purchase price of $3,500 on or prior to September 30, 2024.

 

2

Basis of preparation

 

The accompanying unaudited Pro Forma Consolidated Financial Statements of Aditxt, have been prepared to give effect to the acquisitions of Evofem and Appili under the acquisition method of accounting in accordance with ASC Topic 805 – Business Combinations (“ASC 805”). The unaudited Pro Forma Consolidated Statement of Financial Position gives effect to the transactions as if they had occurred on June 30, 2024. The unaudited Pro Forma Consolidated Statement of Earnings for the six months ended June 30, 2024, gives effect to the transactions as if they had occurred on January 1, 2023. The unaudited Pro Forma Consolidated Statement of Financial Position combines the unaudited interim condensed consolidated statement of financial position of Aditxt as at June 30, 2024, with the unaudited interim condensed consolidated statement of financial position of Evofem as at June 30, 2024, and the adjusted unaudited interim condensed consolidated statement of financial position of Appili as at June 30, 2024 (see Note 3).

 

 

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the six months ended June 30, 2024

 

2

Basis of preparation (continued)

 

The unaudited Pro Forma Consolidated Financial Statements are based on, and should be read in conjunction with:

 

●

the audited consolidated financial statements of Aditxt as at and for the year ended December 31, 2023 (“Aditxt’s 2023 Annual Consolidated Financial Statements”) prepared in U.S. dollars and in accordance with accounting principles generally accepted in the United States (“US GAAP);

 

●

the audited consolidated financial statements of Evofem as at and for the year ended December 31, 2023 (“Evofem’s 2023 Annual Consolidated Financial Statements”) prepared in U.S. dollars and in accordance with US GAAP;

 

●

the unaudited interim condensed consolidated financial statements of Aditxt as at and for the six months ended June 30, 2024 (“Aditxt’s 2024 Interim Condensed Consolidated Financial Statements”) prepared in U.S. dollars and in accordance with accounting principles generally accepted in the United States (“US GAAP);

 

●

the unaudited interim condensed consolidated financial statements of Evofem as at and for the six months ended June 30, 2024 (“Evofem’s 2024 Interim Condensed Consolidated Financial Statements”) prepared in U.S. dollars and in accordance with accounting principles generally accepted in the United States (“US GAAP);

 

●

the audited consolidated financial statements of Appili as at and for the year ended March 31, 2024 (Appili’s 2024 Annual Consolidated Financial Statements”) prepared in Canadian Dollars (“CAD”) and in accordance with Internation Financial Reporting Standards (“IFRS”); and

 

●

the unaudited interim condensed consolidated financial statements of Appili as at and for the three months ended June 30, 2024 (“Appili 2024 Interim Condensed Consolidated Financial Statements”) prepared in CAD and in accordance with IFRS.

 

For the purposes of preparing the unaudited Pro Forma Consolidated Financial Statements, adjustments have been made to align the financial information to US GAAP and convert to U.S. dollars (see note 3).

 

The unaudited Pro Forma Consolidated Financial Statements have been presented for illustrative purposes only. The pro forma information is not necessarily indicative of what the combined company’s financial position or financial performance would have been had the transactions been completed as at the dates indicated above, nor does it purport to project the future financial position or operating results of the combined company. The unaudited Pro Forma Consolidated Financial Statements do not reflect potential cost savings, operating synergies, and revenue enhancements that may be realized from the transactions. The actual financial position and results of operations of Aditxt for any period following the closing of the transactions may vary from the amounts set forth in the unaudited Pro Forma Consolidated Financial Statements, and such variations could be material.

 

 

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the six months ended June 30, 2024

 

2

Basis of preparation (continued)

 

The pro forma adjustments are based upon available information and certain assumptions believed to be reasonable under the circumstances. The purchase price allocation and the corresponding fair value adjustments are provisional and subject to refinement as more detailed analyses are completed and additional information about the fair value of assets acquired and liabilities assumed becomes available. Aditxt will finalize all amounts as it obtains the necessary information to complete the measurement process, which will be no later than one year from the closing of the transactions. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing the unaudited Pro Forma Consolidated Financial Statements. Differences between these preliminary estimates and the final acquisition accounting may occur, and these differences could be material to the accompanying unaudited Pro Forma Consolidated Financial Statements and Aditxt’s future financial performance and financial position.

 

3

IFRS to US GAAP Reconciliation

 

For the purposes of preparing the unaudited Pro Forma Interim Consolidated Financial Statements, adjustments have been made to align the financial information of Appili to US GAAP and convert to U.S. dollars as detailed below.

 

As the ending date of the fiscal period for Appili differs from that of Aditxt, adjustments were made to combine the historical results of Appili for the year ended March 31, 2024, with the three months period ended June 30, 2024, resulting in a recreated statement of earnings for the six months ended June 30, 2024, as summarized below:

 

Appili Therapeutics Inc Consolidated Balance Sheet		As reported on June 30, 2024				US GAAP Adjustments				Notes				As at June 30, 2024				Currency Translation Adjustments				Notes				As at June 30, 2024
		(IFRS)												(US GAAP)												(US GAAP)
		(CAD)												(CAD)												(U.S. Dollars)
			$												$												$
Assets
Current Assets
Cash			301												301				(81	)			(b)				220
Accounts receivable			1,762												1,762				(475	)			(b)				1,287
Other receivable			26												26				(7	)			(b)				19
Prepaid expenses			117												117				(32	)			(b)				85
			2,206				-								2,206				(595	)							1,611
Non-Current Assets
Fixed assets, net			27												27				(7	)			(b)				20
Total Assets			2,233				-								2,233				(602	)							1,631

 

 

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the six months ended June 30, 2024

 

3

IFRS to US GAAP Reconciliation (continued)

 

Appili Therapeutics Inc Consolidated Balance Sheet		As reported on June 30, 2024				US GAAP Adjustments				Notes				As at June 30, 2024				Currency Translation Adjustments				Notes				As at June 30, 2024
		(IFRS)												(US GAAP)												(US GAAP)
		(CAD)												(CAD)												(U.S. Dollars)
			$												$												$
Liabilities
Current Liabilities
Accounts payable and accrued expenses			4,524												4,524				(1,219	)			(b)				3,305
Long-term debt - current			9,202												9,202				(2,479	)			(b)				6,723
Corporate taxes payable			43												43				(12	)			(b)				31
			13,769				-								13,769				(3,710	)							10,059
Non-Current liabilities
Long-term debt - non-current			850												850				(229	)			(b)				621
Total Liabilities			14,619				-								14,619				(3,939	)							10,680
Shareholder’s Equity
Additional paid-in capital			-												-				44,719				(c)				44,719
Accumulated deficit			(12,386	)											(12,386	)			(41,642	)			(c)				(54,028	)
Currency translation adjustments			-																260				(d)				260
Total Shareholder’s Equity			(12,386	)			-								(12,386	)			3,337								(9,049	)
Total Liabilities and Shareholder’s Equity			2,233				-								2,233				(602	)							1,631

 

 

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the six months ended June 30, 2024

 

3

IFRS to US GAAP Reconciliation (continued)

 

Appili Therapeutics Inc		6 months ended June 30, 2024 (Recreated)				US GAAP Adjustments				Notes				6 months ended June 30, 2024				Currency translation adjustments				Notes				6 months ended June 30, 2024
		(IFRS)												(US GAAP)												(US GAAP)
		(CAD)												(CAD)												(U.S. Dollars)
			$												$												$
Income
Sales			11				-								11				(3	)			(e)				8
Interest income			1				-								1				-				(e)				1
			12				-								12				(3	)							9
Expenses
Research and development			3,611				15				(a)				3,626				(957	)			(e)				2,669
Sales and marketing			20				-								20				(5	)			(e)				15
General and administrative expenses			1,582				-								1,582				(418	)			(e)				1,164
Financing costs			1,614				-								1,614				(426	)			(e)				1,188
Government assistance			(4,319	)			(15	)			(a)				(4,334	)			1,144				(e)				(3,190	)
Other income			183				-								183				(48	)			(e)				135
			2,691				-								2,691				(710	)							1,981
Loss before income taxes			(2,679	)			-								(2,679	)			707								(1,972	)
Income tax expense			9				-								9				(2	)			(e)				7
Net loss			(2,688	)			-								(2,688	)			709								(1,979	)

 

(a) Reflects a presentation conforming adjustment to reclassify recognition of government grant funding relating to research and development activities on conversion from IFRS to US GAAP.

 

(b) Reflects a currency translation adjustment from CAD to US dollars using the closing exchange rate on June 30, 2024, of 0.7306.

 

(c) Reflects a currency translation adjustment from CAD to US dollars using the closing historical exchange rate for equity transactions and subsequently carried at historic values.

 

(d) Reflects a presentation currency translation difference adjustment arising on translation of CAD to US dollars using historical rates.

 

(e) Reflects a currency translation adjustment from CAD to US dollars using the average exchange rate for the six months ended June 30, 2024, of 0.7360.

 

 

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the six months ended June 30, 2024

 

4

Preliminary Purchase Price Allocation

 

The following is a preliminary fair value estimate of the assets acquired and liabilities assumed by Aditxt in connection with Appili Transaction and Evofem Transaction, reconciled to the purchase price. For any items without a corresponding reference below, book value is assumed to reasonably approximate fair value based on currently available information.

 

		Notes		Evofem				Appili
				$				$
Assets acquired
Cash					-				220
Restricted cash					692				-
Accounts receivable					4,617				1,287
Inventory					1,060				-
Prepaid expenses					845				85
Other receivable					-				19
Intangible assets		(a)			-				7,037
Fixed assets					1,187				20
Right-of-use assets					114				-
Other assets					36				-
Total Assets					8,551				8,668
Liabilities assumed
Accounts payable and accrued expenses					24,065				3,305
Notes payable, net of discount					397				-
Other current liabilities					3,776				-
Corporate taxes payable					-				31
Long-term debt					-				7,344
Lease liabilities					113				-
					28,351				10,680
Fair value of identifiable net liabilities acquired					(19,800	)			(2,012	)
Goodwill arising on acquisition:
Cash consideration					1,800				6,096
Shares issued					-				486
Convertible preferred shares issued					91,610				-
Notes assumed					13,045				-
Consideration paid					106,455				6,582
Add: fair value of identifiable net liabilities acquired					19,800				2,012
Goodwill arising from transaction		(b)			126,255				8,594

 

 

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the six months ended June 30, 2024

 

4

Preliminary Purchase Price Allocation (continued)

 

(a) A preliminary fair value estimate of $7,037 has been allocated to identifiable intangible assets acquired for the Appili Transaction. Intangibles assets acquired include licences and intellectual property rights to the research and development activities of Appili, with a useful life of 15 years.

 

(b) A preliminary estimate of $126,255 and $8,594 has been allocated to the goodwill for the Evofem Transaction and the Appili Transaction, respectively. Goodwill is calculated as the excess of the preliminary estimate of the acquisition date fair value of the consideration transferred, over the preliminary estimate of the fair values assigned to the identifiable assets acquired and liabilities assumed.

 

5

Pro Forma Adjustments in Connection with the Transactions

 

The following summarizes the pro forma adjustments in connection with the Appili Transaction and the Evofem Transaction to give effect to the transactions as if they had occurred on January 1, 2023, for the purposes of the unaudited Pro Forma Interim Consolidated Statement of Earnings and on June 30, 2024, for the purposes of the unaudited Pro Forma Interim Consolidated Statement of Financial Position. The pro forma adjustments were based on preliminary estimates and assumptions that are subject to change.

 

(a) Cash

 

Reflects the pro forma adjustment to cash representing the sources and uses of cash to close the Transactions as if the Transactions had occurred on June 30, 2024. Sources and uses of cash include the $6,096 decrease for the preliminary purchase price paid for the Appili Transaction, $1,800 decrease for the preliminary purchase price paid for the Evofem Transaction, and an increase of $20,000 in proceeds from the issuance of common stock of Aditxt, net of issuance costs.

 

(b) Intangible Assets

 

An increase of $7,037 to the carrying value of Appili intangible assets to adjust it to its preliminary estimated fair value and an increase of $762 to the accumulated amortization. Intangibles assets acquired include licences and intellectual property rights to research and development activities of Appili.

 

(c) Goodwill

 

Reflects an increase of $126,255 and $8,594 of goodwill as a result of the preliminary purchase price allocation of Evofem Transaction and Appili Transaction, respectively. Goodwill is not amortized and is not currently assumed to be deductible for tax purposes. Goodwill could materially change based on changes in estimates in the fair value of the assets acquired, and liabilities assumed.

 

 

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the six months ended June 30, 2024

 

5

Pro Forma Adjustments in Connection with the Transactions (continued)

 

(d) Investment in Evofem

 

Reflects a decrease of $23,277 in Investment in Evofem for the elimination of cost of investment in Evofem on consolidation.

 

(e) Current Liabilities

 

Accounts payable and accrued expenses: Reflects an increase of $2,600 for transaction costs associated with Evofem Transaction and Appili Transaction.

 

Convertible notes payable carried at fair value: Reflects a decrease of $13,239 to reflect the settlement of the notes in conjunction with the close of the transaction.

 

Convertible notes payable – Adjuvant: Reflects a decrease of $29,646 to reflect the settlement of the notes in conjunction with the close of the transaction.

 

Derivative liabilities: Reflects a decrease of $942 to reflect the settlement of the liability in conjunction with the close of the transaction.

 

Other current liabilities – related party: On or about May 2, 2024, in connection with a certain Reinstatement and Fourth Amendment to Merger Agreement dated as of May 2, 2024, Aditxt initiated a wire transfer to Evofem to an account previously designated by Evofem in the amount of $1,000, which is disclosed in the Investment in Evofem balance on Aditxt’s consolidated balance sheets. The decrease to this line item is related to eliminating this amount upon consolidation.

 

(f) Mezzanine Equity

 

Convertible and redeemable preferred stock: Reflects an increase of $70,751 for the issuance of convertible preferred stock for the Evofem Transaction and $4,687 decrease on elimination of convertible preferred stock of Evofem on consolidation.

 

(g) Total Equity

 

Common stock: Reflects the elimination of $8 for the common stock of Evofem.

 

Additional paid-in capital: Reflects an increase of $20,486 for the issuance of common stock in connection with the Appili Transaction, a $44,719 decrease on elimination of Appili paid-in-capital and a $823,709 decrease on elimination of Evofem paid-in-capital on consolidation.

 

Accumulated other comprehensive income (loss) adjustment: Reflects a decrease of $260 on elimination of currency translation adjustment on consolidation of Appili and an increase of $781 upon elimination of comprehensive loss of Evofem.

 

 

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the six months ended June 30, 2024

 

5

Pro Forma Adjustments in Connection with the Transactions (continued)

 

Accumulated deficit: Reflects a $892,251 and $54,028 decrease in accumulated deficit to eliminate historical retained loss of Evofem and Appili, respectively, $586 increase in amortization expense for intangible assets relating to Appili, and $2,600 increase for transaction costs associated with the Appili Transaction and Evofem Transaction.

 

(h) The unaudited Pro Forma Consolidated Statement of Earnings is also adjusted as follows:

 

●

Increase amortization expense by $293 for amortization of the intangible assets recorded at fair value for the six months ended June 30, 2024.

 

●

Decrease to loss on issuance of financial instruments of $3,300 for the six months ended June 30, 2024 to remove the impact of issuances of purchase rights due to a down-round related to instruments that would have been extinguished as a requirement of the Evofem closing.

 

●

Decrease to gain on debt extinguishment of $1,120 for the six months ended June 30, 2024 to remove the impact of the debt extinguishment related to an instrument that would have been extinguished as a requirement of the Evofem closing.

 

●

Decrease to change in fair value of financial instruments of $4,127 for the six months ended June 30, 2024 to remove the impact of fair value adjustments related to instruments that would have been extinguished as a requirement of the Evofem closing.

 

●

Elimination of $94 related to the Evofem deemed dividend on instruments that would have been extinguished as a requirement of the Evofem closing.

 

 

11

 

v3.24.2.u1

Cover	Apr. 01, 2024
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	true
Amendment Description	On April 4, 2024, Aditxt, Inc. (the “Company” or “Aditxt”) filed a Current Report on Form 8-K (the “Original Current Report”) disclosing that on April 1, 2024, the Company entered into an Arrangement Agreement (the “Arrangement Agreement”) with Adivir, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Adivir”) and Appili Therapeutics, Inc., a Canadian corporation (“Appili”), pursuant to which, Adivir will acquire all of the issued and outstanding Class A common Shares of Appili (the “Appili Shares”) on the terms and subject to the conditions set forth in the Arrangement Agreement. The acquisition of the Appili Shares (the “Arrangement”) will be completed by way of a statutory plan of arrangement under the Canada Business Corporation Act (the “CBCA”). On July 8, 2024, the Company filed a Current Report on Form 8-K (the “First Amendment Current Report”) disclosing that on July 1, 2024, the Company, Adivir and Appili entered in entered into an Amending Agreement (the “Amending Agreement”), pursuant to which the Parties (as defined in the Arrangement Agreement) agreed that: (i) the Outside Date (as defined in the Arrangement Agreement) would be changed to August 30, 2024; (ii) Adivir agreed that it would convene the Company Meeting (as defined in the Arrangement Agreement) no later than August 30, 2024, provided that Appili shall be under no obligation to convene the Company Meeting prior to the date that is 50 days following the date that Aditxt delivers to Appili all complete Additional Financial Disclosure (as defined in the Arrangement Agreement) required for inclusion in the Company Circular (as defined in the Arrangement Agreement); (iii) Aditxt shall use commercially reasonable efforts to complete the Financing (as defined in the Arrangement Agreement) no later than August 30, 2024; and (iv) Aditxt or Appili may terminate the Arrangement Agreement if the Financing is not completed by 5:00 p.m. (ET) on August 30, 2024 or such later date as the Parties may agree in writing. On July 22, 2024, the Company filed a Current Report on Form 8-K (the “Second Amendment Current Report” and together with the Original current Report and the First Amendment Current Report, the “Current Reports”) disclosing that on July 18, 2024, the Company, Adivir and Appili entered in entered into a Second Amending Agreement (the “Second Amending Agreement”), pursuant to which the Arrangement Agreement was further amended to provide that (i) the Outside Date will be extended to September 30, 2024, (ii) the Appili Meeting will be conducted no later than September 30, 2024, provided that Appili shall be under no obligation to hold the Appili Meting prior to the date that is 50 days following the date that the Company delivers all complete Additional Financial Disclosure required for inclusion in the circular; (iii) the Company shall use commercially reasonable efforts to complete the Financing on or prior to September 15, 2024; and (iv) the Company and Appili may terminate the Arrangement Agreement if the Financing is not completed on or before 5:00 p.m. (ET) on September 15, 2024 or such later date as the Parties may in writing agree. On August 20, 2024, the Company, Adivir and Appili entered into a Third Amending Agreement (the “Third Amending Agreement”), pursuant to which the Arrangement Agreement was amended to provide that (i) the Outside Date will be extended to November 19, 2024, (ii) Appili shall convene an annual and special meeting in parallel to the Appili Meeting, to approve as promptly as practicable Appili’s continuation from a corporation governed under the Canada Business Corporations Act to a corporation governed under the Business Corporations Act (Ontario) (the “Continuance”); (iii) the date by which Appili shall convene the Appili Meeting will be extended to no later than November 6, 2024, provided that Appili shall be under no obligation to hold the Appili Meeting prior to the date that is 50 days following the date that the Company delivers all complete Additional Financial Disclosure required for inclusion in the Company Circular; (iv) the Company shall use commercially reasonable efforts to complete the Financing on or prior to October 18, 2024; and (v) the completion of the Continuance shall be a condition to the completion of the Arrangement.
Document Period End Date	Apr. 01, 2024
Entity File Number	001-39336
Entity Registrant Name	Aditxt, Inc.
Entity Central Index Key	0001726711
Entity Tax Identification Number	82-3204328
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2569 Wyandotte St.
Entity Address, Address Line Two	Suite 101
Entity Address, City or Town	Mountain View
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94043
City Area Code	650
Local Phone Number	870-1200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001
Trading Symbol	ADTX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

---