Aditxt, Inc. Signs Non-Binding Letter of Intent to Acquire Point-of-Service Diagnostic Technology Development Company

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RICHMOND, Virginia – (COMMERCIAL THREAD) – Aditxt, Inc. (“Aditxt” or the “Company”) (Nasdaq: ADTX), a biotechnology innovation company whose mission is to improve immune system health, today announced that it has signed a letter of intent (“LOI”) to acquire a company focused on developing point-of-care diagnostics for the early detection of diseases, including cancers and SARS-CoV-2 (COVID-19) through a range affordable, non-invasive point-of-care and home / office test kits.

The main strategic benefits of the proposed acquisition for Aditxt include:

  • Expand the AditxtScore ™ portfolio to include rapid home / office COVID-19 antigen test kits supplementing the AditxtScore ™ for COVID-19, and other proprietary tests targeting celiac disease, H. Pylori and cancers, especially of the ovary and prostate.

  • Offering multiple growth opportunities focused on early disease detection.

  • Access to global manufacturing and clinical capabilities to support AditxtScore’s commercialization efforts.

  • Experienced management team; the current team has extensive industry knowledge and is expected to join to support the next phase of AditxtScore’s growth.

“The potential acquisition is technologically and commercially complementary to AditxtScore, and is a key element in executing our growth plans in 2022,” said Amro Albanna, co-founder and CEO of Aditxt . “We believe rapid point-of-care testing combined with our current capabilities are essential to drive the transformation from reactive care to proactive and accurate care delivery. ”

The letter of intent is non-binding and the closing of the contemplated transaction is subject to the satisfaction of numerous conditions, including satisfactory due diligence, negotiation and execution of binding final agreements. The parties have agreed to an exclusivity period until January 31, 2022, to reach the final agreement. As part of the letter of intent, the Company entered into a secured credit agreement with the target company, under which the Company granted a guaranteed loan to the target company in the amount of $ 500,000 and accepted to provide additional secured loans, as requested by the target company, and approved by the Company, for an amount not exceeding $ 4.5 million. The loans bear interest at a rate of 8% per annum and a maturity date is December 8, 2022, provided the letter of intent provides that the loans will be canceled upon completion of the acquisition. Consideration for the acquisition is currently expected to consist of cash, common shares of the company and royalty payments on sales of the target company’s products. However, there can be no assurance that the terms of a definitive agreement will be concluded or that the proposed acquisition will be completed as proposed or not at all.

About Aditxt ™

Aditxt develops technologies focused on improving the health of the immune system through immune monitoring and reprogramming. Aditxt’s immune monitoring technology is designed to provide a personalized and comprehensive immune system profile. Aditxt’s currently preclinical immune reprogramming technology is designed to retrain the immune system to induce tolerance to fight organ transplant rejection, autoimmune diseases and allergies. AditxtScore ™ for COVID-19 is Aditxt’s proprietary immune profiling technology to provide people with information about their level of protection. For more information, please visit: www.aditxt.com www.AditxtScore ™ .com

Forward-looking statements

Certain statements contained in this press release constitute “forward-looking statements” within the meaning of federal securities laws. All statements other than historical facts contained in this press release, including, without limitation, those concerning the execution of a definitive agreement with the target company and the terms thereof, the completion of the acquisition and its expected benefits, and statements regarding the Company’s intentions, beliefs, projections, outlook, analysis or current expectations regarding, among other things, the current and planned development of the Company’s products and activities; the Company’s intellectual property position; the Company’s ability to develop business functions; product launch expectations and revenue; the results of operations, cash requirements, expenses, financial condition, liquidity, prospects, growth and strategies of the Company; the industry in which the Company operates; and trends which may affect the industry or the Company are forward-looking statements. Forward-looking statements are not guarantees of future performance, and actual results may differ materially from those indicated by such forward-looking statements due to various important factors, as well as the risks described in more detail in the section entitled “Risk Factors”. in the Company’s most recent annual report on Form 10-K, as well as discussions of potential risks, uncertainties and other material factors in other documents filed by the Company with the Securities and Exchange Commission. All such statements are only valid on the date on which they are made. The Company assumes no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise.


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