Aditxt in pact to acquire Appili Therapeutics for 5.6c per share

Aditxt (ADTX) announced that it has entered into a definitive arrangement agreemen to acquire Appili Therapeutics (APLIF) . Under the Arrangement Agreement, Aditxt’s wholly owned subsidiary, Adivir, agreed to acquire all issued and outstanding Class A common shares of Appili through a court-approved plan of arrangement under the Canada Business Corporations Act…The U.S. FDA’s approval of LIKMEZ highlighted Appili’s capacity to identify and develop significant opportunities within the infectious disease domain. Appili licensed the manufacturing and commercialization rights in the U.S. and other selected territories to Saptalis Pharmaceuticals ….The Transaction will be effected through a court-approved plan of arrangement under 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 0.002745004 of a share of common stock of Aditxt and $0.0467 for each Appili Share held representing total consideration per Appili Share of approximately $0.0561 based on the closing price of Aditxt stock on March 28, After giving effect to the Transaction, Appili Shareholders will hold approximately 19.99% of the issued and outstanding Aditxt Shares based on the currently issued and outstanding Aditxt Shares… In connection with the Transaction, each outstanding option and warrant of Appili will be cashed out based on the implied in-the-money value of the Transaction Consideration. In connection with the Transaction Aditxt will: agree to repay no less than 50% in outstanding senior secured debt at the closing of the Transaction and to repay the remaining outstanding senior secured debt by no later than December 31, 2024; cquire all of Appili’s remaining outstanding liabilities and indebtedness; and agree to satisfy certain payables of Appili 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 at the special meeting of the Appili Shareholders, which is expected to be held before the end of calendar Q2 2024 to approve the Transaction.