Aditxt reaches deal to acquire maker of Phexxi

Aditxt, a biotech company based in Richmond, expects to purchase California-based contraceptive maker Evofem Biosciences for $100 million, taking on the business’s debt of up to $18 million, according to Aditxt’s announcement. Both companies’ boards have unanimously approved the acquisition, which is expected to close in the first half of the year.

Evofem produces Phexxi, a non-hormonal contraceptive gel that garnered $13.4 million in net sales in the first nine months of 2023, Aditxt said in a December 2023 news release. Evofem, which is set to become a wholly owned subsidiary of Aditxt, earned $16.8 million in 2022.

However, Aditxt executives are optimistic, saying they expect to accelerate worldwide sales of Phexxi; according to Growth Plus Reports, the global market for non-hormonal birth control products was $27.7 billion in 2022 and is expected to rise to $52.2 billion by 2031.

Aditxt agreed to loan Evofem $3 million between the date of signing the acquisition agreement and closing to cover Evofem’s legal costs incurred during the transaction, and holders of Evofem’s common stock will exchange their 10.7 million shares for an aggregate of 610,000 shares of Aditxt common stock. Aditxt also agreed to issue 89,126 shares to other investors and debtholders.

Evofem’s CEO, Saundra Pelletier, and the current management team will remain in leadership of the subsidiary. Aditxt also assumed Evofem’s senior secured debt, agreeing to pay $5 million to the debtholder by end of 2023, $8 million by September and up to an additional $5 million later.

In February 2023, Evofem’s board agreed to start reviewing options that included a merger, licensing deal or asset sales. Evofem received FDA approval to market Phexxi in 2020, and the contraceptive market has become more competitive since the overturn of Roe v. Wade in 2022. Currently, Phexxi is only available by prescription.

“Evofem represents precisely the kind of groundbreaking innovation that aligns with our mission,” Amro Albanna, co-founder, chairman and CEO of Aditxt, said in a statement. “Aditxt will provide Evofem with a global platform to amplify their transformative innovation in women’s health. As we move forward, we aim to empower our shareholders to participate in this journey through their votes. This approach ensures that our stakeholders are integral in advancing these vital health innovations on the Aditxt platform, truly socializing how health innovations advance and impact lives worldwide.”

In 2021, then California-based Aditxt announced it would start its first AditxtScore Center, a facility to monitor patients’ immune systems, at Richmond’s Bio+Tech Park, and the company’s headquarters is now based in Richmond, according to Securities and Exchange Commission documents.

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