Latest news with #ArrangementAgreement
Yahoo
23-05-2025
- Business
- Yahoo
Riverside Resources finalises Blue Jay Gold shares spin-out
Riverside Resources has announced the successful completion of its arrangement to spin out shares of Blue Jay Gold to its shareholders, effective 22 May 2025. Shareholders of Riverside received one new common share of Riverside and one-fifth of a common share of Blue Jay for each Riverside share held. The new Riverside shares are set to begin trading on the TSX Venture Exchange (TSXV) at market opening on 26 May 2025. Riverside president and CEO John-Mark Staude said: 'The completion of the Blue Jay spin-out marks a significant milestone in Riverside's ongoing strategy to unlock value through disciplined corporate development and capital deployment. 'We believe that Blue Jay, with its strong portfolio of Canadian gold assets, dedicated management team and clean capital structure, is well-positioned for exploration and growth. This spin-out not only provides Riverside shareholders with direct exposure to a focused new exploration company, but it also reinforces Riverside's track record of creating value through strategic actions that serve the company and shareholders.' On the same day as the arrangement, Riverside and Blue Jay amended their original agreement from 27 January 2025. This amendment allows both companies to waive certain conditions of the Arrangement Agreement, with all other terms remaining unchanged. Blue Jay CEO Geordie Mark said: 'Blue Jay is launching with a clear and compelling mandate to build long-term shareholder value through focused gold exploration in Canada, one of the world's most stable and well-endowed mining jurisdictions. 'Our initial asset base includes high-quality projects with significant discovery potential and our team brings deep technical expertise, capital markets experience and a commitment to disciplined exploration.' Blue Jay is also preparing to apply for its shares to be listed on the TSXV. Following this corporate manoeuvre, Blue Jay will become a reporting issuer in Alberta, British Columbia, and Ontario, adhering to all continuous disclosure requirements under Canadian securities laws. Additionally, Riverside Resources has expanded its mining interests by acquiring and transferring the title of the Maria Luisa Copper Property in Sonora, Mexico. This acquisition, completed in June last year, adds a significant 16km² to Riverside's portfolio within the Laramide age porphyry Cu-(Au, Mo) district, directly adjacent to its Ariel property. "Riverside Resources finalises Blue Jay Gold shares spin-out" was originally created and published by Mining Technology, a GlobalData owned brand. The information on this site has been included in good faith for general informational purposes only. It is not intended to amount to advice on which you should rely, and we give no representation, warranty or guarantee, whether express or implied as to its accuracy or completeness. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site. Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
22-05-2025
- Business
- Yahoo
Riverside Resources Inc. Completes Spin-Out of Blue Jay Gold Corp. Shares
Vancouver, British Columbia--(Newsfile Corp. - May 22, 2025) - Riverside Resources Inc. (TSXV: RRI) (OTCQB: RVSDF) (FSE: 5YY) ("Riverside") and Blue Jay Gold Corp. ("Blue Jay") are pleased to announce that they have completed the plan of arrangement (the "Arrangement") which was previously discussed in Riverside's press release dated January 28, 2025, with the arrangement to spin out the shares of Blue Jay to the shareholders of Riverside, effective Thursday, May 22, 2025. Pursuant to the Arrangement, holders of common shares of Riverside on the date hereof have received one new common share of Riverside (each, a "Riverside Share") and 1/5th of one common share of Blue Jay (each, a "Blue Jay Share") for each common share of Riverside held. The new Riverside Shares will commence trading on the TSX Venture Exchange (the "TSXV") at the market opening on Monday, May 26, 2025. The CUSIP numbers for the new Riverside Shares and the Blue Jay Shares are 76927E109 and 095925103, respectively. "The completion of the Blue Jay spinout marks a significant milestone in Riverside's ongoing strategy to unlock value through disciplined corporate development and capital deployment," said John-Mark Staude, President & CEO of Riverside. "We believe that Blue Jay, with its strong portfolio of Canadian gold assets, dedicated management team, and clean capital structure, is well-positioned for exploration and growth. This spinout not only provides Riverside shareholders with direct exposure to a focused new exploration company, but it also reinforces Riverside's track record of creating value through strategic actions that serve the company and shareholders. This approach was notably demonstrated with the successful spinout of Capitan Silver, which has delivered additional value to our shareholders since its launch. We are proud to have launched Blue Jay and look forward to its success as a stand-alone public company." Immediately prior to the Arrangement, on May 22, 2025, Riverside and Blue Jay entered into an amendment (the "Amendment") to the arrangement agreement dated January 27, 2025 (the "Arrangement Agreement"). Pursuant to the Amendment, Riverside and Blue Jay may waive certain conditions set forth in the Arrangement Agreement. All other terms and conditions of the Arrangement Agreement remain unchanged. Blue Jay is expected to make an application to list its shares on TSXV. This share reorganization follows a structure similar to Riverside's previous transaction with Capitan Silver Corp. ("Capitan"). In that prior case, the shares saw positive appreciation, and both Riverside and Capitan advanced their respective business strategies. Following the Arrangement, Blue Jay will be a reporting issuer in Alberta, British Columbia and Ontario and will meet and comply with all of its timely and continuous disclosure requirements, as required under applicable Canadian securities laws. Blue Jay's public disclosure documents will be made available and filed on Blue Jay's profile on SEDAR+ at "Blue Jay is launching with a clear and compelling mandate to build long-term shareholder value through focused gold exploration in Canada, one of the world's most stable and well-endowed mining jurisdictions," commented Geordie Mark, CEO of Blue Jay. "Our initial asset base includes high-quality projects with significant discovery potential and our team brings deep technical expertise, capital markets experience, and a commitment to disciplined exploration. With the strong support of Riverside and our broader shareholder base, we are hitting the ground running, well capitalized and ready to execute. I am excited about the opportunities ahead and confident in our ability to deliver results." About Riverside Resources Inc. Riverside is a well-funded exploration company driven by value generation and discovery. The Company has over $4M in cash, no debt and less than 75M shares outstanding with a strong portfolio of gold-silver and copper assets and royalties in North America. Riverside has extensive experience and knowledge operating in Mexico and Canada and leverages its large database to generate a portfolio of prospective mineral properties. In addition to Riverside's own exploration spending, the Company also strives to diversify risk by securing joint-venture and spin-out partnerships to advance multiple assets simultaneously and create more chances for discovery. Riverside has properties available for option, with information available on the Company's website at About Blue Jay Gold Corp Blue Jay Gold Corp. is a Canadian gold exploration company focused on high-grade discovery in Ontario's prolific Beardmore-Geraldton and Wawa Greenstone Belts, regions known for hosting numerous past-producing and active gold mines. The Company's flagship asset, the Pichette Project, features extensive banded iron formation (BIF) trends and high-grade historical gold intercepts, offering near-surface discovery potential. With three strategically located projects and a leadership team experienced in geology and capital markets, Blue Jay Gold is advancing a disciplined, modern exploration strategy in one of Canada's most prospective and mining-friendly jurisdictions. ON BEHALF OF RIVERSIDE RESOURCES INC. "John-Mark Staude" Dr. John-Mark Staude, President & CEO ON BEHALF OF BLUE JAY GOLD CORP. "Geordie Mark" Geordie Mark, President & CEO For additional information contact: John-Mark StaudePresident, CEORiverside Resources Inc. info@ (778) 327-6671Fax: (778) 327-6675Web: Eric NegraeffInvestor RelationsRiverside Resources (778) 327-6671TF: (877) RIV-RES1Web: Certain statements in this press release may be considered forward-looking information. These statements can be identified by the use of forward-looking terminology (e.g., "expect"," estimates", "intends", "anticipates", "believes", "plans"). Forward-looking statements in this press release include, but are not limited to, statements regarding the completion of the Arrangement and regulatory approval to the listing of the Blue Jay Shares. Such information involves known and unknown risks -- including the availability of funds, that the listing of the Blue Jay Shares on the TSXV is subject to the approval of the TSXV which may not be obtained on terms acceptable to Blue Jay or at all, the ability of Blue Jay to raise sufficient capital to pursue its growth strategy and meet the listing requirements of the TSXV and, the results of financing and exploration activities, the interpretation of exploration results and other geological data, or unanticipated costs and expenses and other risks identified by Riverside and Blue Jay in its public securities filings that may cause actual events to differ materially from current expectations. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. To view the source version of this press release, please visit Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Cision Canada
20-05-2025
- Business
- Cision Canada
Ceres Global Ag Corp. and Bartlett Grain Company enter into Definitive Arrangement Agreement for Ceres to be Acquired by Bartlett at a price of US$4.50 per Share
Key highlights: Consideration of US$4.50 per Share in cash represents a premium of approximately 153% over Ceres' unaffected closing Share price of $2.49 on the Toronto Stock Exchange (the " TSX") on May 16, 2025, and a premium of approximately 152% over Ceres' 20-day volume-weighted average trading price as of such date 1 The Independent Committee and the Board have unanimously approved the Transaction and recommend that shareholders vote in favour of the Transaction Shareholders representing 70% of Ceres' outstanding Shares, including VN Capital Management, LLC, have entered into irrevocable "hard" voting and support agreements in favour of the Transaction MINNEAPOLIS, May 20, 2025 /CNW/ - Ceres Global Ag Corp. (" Ceres" or the " Corporation") (TSX: CRP) and 1001239530 Ontario Inc. (the " Purchaser"), a newly formed entity controlled by Bartlett Grain Company, LLC (" Bartlett"), part of the Savage family of companies focused on international agricultural merchandising and storage, are pleased to announce that they have entered into an arrangement agreement (the " Arrangement Agreement") for Ceres to be acquired by Bartlett, via an all-cash transaction (the " Transaction"). Jim Vanasek, Ceres' Chairman of the Board commented on the announcement: "Bartlett's acquisition of Ceres is vindication of the strategy we set out to achieve 12 years ago, which is to build the company into one of North America's leading merchandisers of durum, oats, spring wheat, and canola. I believe Bartlett is a perfect fit in terms of geography, business lines, and culture, and will take Ceres to the next level. I wholeheartedly support this transaction." "We're excited to welcome the Ceres team to Bartlett," said President and CEO of Savage Jeff Roberts. "We see incredible potential in combining our networks and growing in new ways with the resources that Ceres brings to our portfolio. With their great team and assets, we'll build on our robust supply chain for our current and new customers alike." Transaction Details Under the terms of the Arrangement Agreement, the Purchaser will acquire all the issued and outstanding common shares of Ceres (the " Shares") for a price of US$4.50 per Share, in cash. This price represents premiums of approximately 153% and 152%, to the closing price of the Shares on the TSX on May 16, 2025, and the 20-day volume-weighted average trading price, respectively 1. The Arrangement Agreement contains customary non-solicitation provisions prohibiting Ceres from soliciting competing acquisition proposals, as well as "right to match" provisions in favour of the Purchaser. The Arrangement Agreement provides for a termination fee of US$5,845,000 payable to the Purchaser if the Arrangement Agreement is terminated in certain circumstances, including in the context of a change of recommendation by the Independent Committee or the Board. The Transaction will be implemented by way of a statutory plan of arrangement under the Business Corporations Act (Ontario). Implementation of the Transaction will be subject to, among other things, the approval at the special meeting of shareholders (the " Special Meeting") of at least 66 2/3% of the votes cast by shareholders at the Special Meeting. VN Capital Fund C, L.P. and VN Capital Management, LLC and Princeton Holdings Limited (collectively, the " Supporting Shareholders"), who hold approximately 70% of the Shares, have entered into irrevocable "hard" voting and support agreements pursuant to which they have agreed, among other things, to support and to vote all Shares held by them in favour of the Transaction and against any competing acquisition proposals. Each of the Corporation's directors and officers who own securities of the Corporation have entered into customary agreements to vote in favour of the Transaction, subject to certain terms and conditions. All shareholders, including the Supporting Shareholders, will be receiving consideration per Share that is identical in amount and form to the entitlement of the general body of holders of Shares, and none will receive a "collateral benefit" (within the meaning of Multilateral Instrument 61-101 – Protection of Minority Holders in Special Transactions) as a consequence of the Transaction. The Transaction is also subject to court approval and customary closing conditions, including receipt of regulatory approval, is not subject to any financing condition and, assuming such approvals are obtained and conditions are met, is expected to close in late calendar Q2 or early Q3 2025. Following completion of the Transaction, it is expected that the Shares will be delisted from the TSX and that Ceres will cease to be a reporting issuer in all applicable Canadian jurisdictions. Unanimous Approval of the Independent Committee and the Board The Board's standing independent committee (the " Independent Committee"), after receiving financial advice from Blair Franklin Capital Partners Inc., an independent financial advisor retained by the Board, unanimously recommended that the Board approve the Transaction and recommend that shareholders vote in favour of the special resolution to approve the Transaction (the " Arrangement Resolution") at the Special Meeting. The Board, after receiving advice from its financial advisor and outside legal counsel and the unanimous recommendation of the Independent Committee, unanimously determined that the Transaction is in the best interests of the Corporation and is fair to shareholders and unanimously recommends that shareholders vote in favour of the Arrangement Resolution. Fairness Opinion Blair Franklin Capital Partners Inc. orally delivered its fairness opinion to the Board, to the effect that, as of May 19, 2025, subject to the assumptions, limitations and qualifications communicated to the Board, and to be contained in the Blair Franklin Capital Partners Inc. written fairness opinion (the " Fairness Opinion"), the consideration to be received by shareholders pursuant to the Transaction is fair, from a financial point of view, to the shareholders (other than the Supporting Shareholders). A copy of the Fairness Opinion, as well as additional details regarding the terms and conditions of the Transaction and the rationale for the recommendations made by the Independent Committee and the Board will be set out in the management information circular to be mailed to shareholders in connection with the Special Meeting and filed by the Corporation on its profile on SEDAR+ at Important Additional Information and Where to Find It Copies of the Arrangement Agreement and of the management information circular for the Special meeting will be filed on the Corporation's profile on SEDAR+ at Advisors Blake, Cassels & Graydon LLP and Jenner & Block LLP are acting as legal advisors to the Corporation. Blair Franklin Capital Partners Inc. is acting as an independent financial advisor to the Board. Stikeman Elliott LLP and Greenberg Traurig, LLP are acting as legal advisors to Bartlett. About Ceres Global Ag Corp. Ceres and its subsidiaries add value across agricultural, energy and industrial supply chains through efficient sourcing, storing, transporting and marketing of high–quality agricultural commodities, value–added products and raw materials. Leveraging its network of commodity logistics centers and team of industry experts, Ceres connects farmers to customers around the world. Ceres is headquartered in Golden Valley, Minnesota, and together with its affiliated companies, operates 10 locations across Saskatchewan, Manitoba, and Minnesota. These facilities have an aggregate grain and oilseed storage capacity of approximately 29 million bushels. The Corporation also owns membership interests in three agricultural joint ventures that have an aggregate grain and oilseed storage capacity of approximately 16 million bushels. Ceres has a 50% interest in Savage Riverport, LLC (a joint venture with Consolidated Grain and Barge Co.), a 50% interest in Berthold Farmers Elevator, LLC (a joint venture with The Berthold Farmers Elevator Company), a 50% interest in Farmers Grain, LLC (a joint venture with Farmer's Cooperative Grain and Seed Association), a 41.6% interest in Gateway Energy Terminal (an unincorporated joint venture with Steel Reef Infrastructure Corp.), and a 25% interest in Stewart Southern Railway Inc. (a short–line railway located in southeast Saskatchewan with a range of 130 kilometers). For more information about Ceres, please visit About Bartlett, a Savage Company Established in 1907, Bartlett joined the Savage family of companies in 2018. Its diverse agribusiness is focused on the acquisition, storage, transportation, processing and merchandising of grain. Savage is a private company based in Midvale, Utah. With more than 4,200 team members in nearly 200 locations across the U.S., Canada, Mexico and Saudi Arabia, our companies are integral to the global supply chain, helping our customers and partners feed the world and power our lives. Forward-Looking Information This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation and United States securities laws. Forward-looking information may include, but is not limited to, statements regarding the proposed Transaction, including the reasons of the Board for entering into the Arrangement Agreement, the terms and conditions of the Arrangement Agreement, the attractiveness of the Transaction from a financial point of view, the expected benefits of the Transaction, the anticipated timing and the various steps to be completed in connection with the Transaction, including (among other things) the holding of the Special Meeting (including the timing thereof) as well as the satisfaction or waiver of the conditions to completing the Transaction (such as receipt of required shareholder approvals, court approvals and regulatory approvals), the anticipated closing of the Transaction (including the timing thereof), the anticipated delisting of the Corporation's common shares from the TSX and the Corporation ceasing to be a reporting issuer. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", "believes", "may have implications" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved". Forward-looking information is based on the opinions and estimates of management at the date the information is made and is based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Key assumptions upon which such forward-looking information is based are listed in the "Forward-Looking Information" section of the MD&A for the period ended March 31, 2025. Many such assumptions are based on factors and events that are not within the control of Ceres and there is no assurance they will prove to be correct. These risks and uncertainties further include (but are not limited to) as concerns the Transaction, the failure of the parties to obtain the necessary shareholder, regulatory and court approvals or to otherwise satisfy the conditions to the completion of the Transaction, failure of the parties to obtain such approvals or satisfy such conditions in a timely manner, significant Transaction costs or unknown liabilities, failure to realize the expected benefits of the Transaction, and general economic conditions. Failure to obtain the necessary shareholder, regulatory and court approvals, or the failure of the parties to otherwise satisfy the conditions to the completion of the Transaction or to complete the Transaction, may result in the Transaction not being completed on the proposed terms, or at all. In addition, if the Transaction is not completed, and the Corporation continues as a publicly-traded entity, there are risks that the announcement of the proposed Transaction and the dedication of substantial resources of the Corporation to the completion of the Transaction could have an impact on its business and strategic relationships (including with future and prospective employees, customers, suppliers and partners), operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Furthermore, in certain circumstances, the Corporation may be required to pay a termination fee pursuant to the terms of the Arrangement Agreement which could have a material adverse effect on its financial position and results of operations and its ability to fund growth prospects and current operations. Factors that could cause actual results to vary materially from results anticipated by such forward-looking information include, among others, risks related to weather, politics and governments, changes in environmental and other laws and regulations, competitive factors in agricultural, food processing and feed sectors, construction and completion of capital projects, labour, equipment and material costs, access to capital markets, interest and currency exchange rates, technological developments, global and local economic conditions, the ability of Ceres to successfully implement strategic initiatives and whether such strategic initiatives will yield the expected benefits, the operating performance of the Corporation's assets, the availability and price of commodities and regulatory environment, processes and decisions. Although Ceres has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results that are not anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Ceres undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change, except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking information. SOURCE Ceres Global Ag Corp.
Hamilton Spectator
19-05-2025
- Business
- Hamilton Spectator
Appili Therapeutics Provides Update on Arrangement with Aditxt, Inc.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES HALIFAX, Nova Scotia, May 19, 2025 (GLOBE NEWSWIRE) — Appili Therapeutics Inc. (TSX: APLI; OTCPink: APLIF) (the 'Company' or 'Appili'), a biopharmaceutical company focused on drug development for infectious diseases and medical countermeasures, announced that Aditxt, Inc. ('NASDAQ:ADTX') ('Aditxt') has delivered notice (the 'Termination Notice') purporting to terminate the arrangement agreement dated April 1, 2024 between the Company, Aditxt, and its wholly-owned subsidiary, Adivir, Inc. ('Adivir') (as amended on July 1, 2024 and further amended on July 17, 2024 and as further amended on August 20, 2024, the 'Arrangement Agreement'), such termination to be effective as of May 31, 2025. Under the Arrangement Agreement, the Company is entitled to a termination fee (the 'Termination Fee') in the amount of USD$1,250,000 payable by Aditxt upon termination of the Arrangement Agreement in certain circumstances. This Termination Fee is to be reduced by certain amounts previously paid to the Company by Aditxt to extend the outside date under the Arrangement Agreement. As of the date hereof, the amount of US$1,000,000 would be payable to Appili on account of the Termination Fee. The foregoing summary of certain provisions of the Arrangement is qualified in its entirety by the provisions of the Arrangement Agreement, a copy of which is available on SEDAR+ at . About Appili Therapeutics Appili Therapeutics is an infectious disease biopharmaceutical company that is purposefully built, portfolio-driven, and people-focused to fulfill its mission of solving life-threatening infections. By systematically identifying urgent infections with unmet needs, Appili's goal is to strategically develop a pipeline of novel therapies to prevent deaths and improve lives. The Company is currently advancing a diverse range of anti-infectives, including an FDA approved ready-made suspension of metronidazole for the treatment of antimicrobial infections, a vaccine candidate to eliminate a serious biological weapon threat, and a topical antiparasitic for the treatment of a disfiguring disease. Led by a proven management team, Appili is at the epicenter of the global fight against infection. For more information, visit . CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This news release contains 'forward-looking information' within the meaning of applicable securities laws. Forward-looking information contained in this press release may be identified by the use of words such as, 'may', 'would', 'could', 'will', 'likely', 'expect', 'anticipate', 'believe, 'intend', 'plan', 'forecast', 'project', 'estimate', 'outlook' and other similar expressions. Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management in light of management's experience and perception of trends, current conditions and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment, and the availability of licenses, approvals and permits. Forward-looking statements in this news release include, but are not limited to statements with respect to the termination of the Arrangement Agreement, and the payment of the Termination Fee. Actual results and developments may differ materially from those contemplated by these statements. Such forward-looking statements are based on certain assumptions regarding Aditxt and Appili, including the validity of the Termination Notice, remedies available to Appili as a result of the Termination Notice and that Aditxt will not revoke the Termination Notice. While Appili considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to, risks relating to the termination of the proposed transaction, the ability of Appili to collect the Termination Fee (and the timing thereof), the impact of the potential termination of the proposed transaction on Appili and its operations and such other risks as were identified in the management information circular of the Company dated as of October 4, 2024, a copy of which is available on SEDAR+ at . The statements in this press release are made as of the date of this release. Appili disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws. No securities regulatory authority has either approved or disapproved of the contents of this press release. This press release is for information purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Neither CIRO nor any stock exchange or other securities regulatory authority accepts responsibility for the adequacy or accuracy of this release. Media Contact: Jenna McNeil, Corporate Affairs and Communications Manager Appili Therapeutics E: JMcNeil@ Investor Relations Contact: Don Cilla, Pharm.D. M.B.A. Appili Therapeutics E: Info@
Business Wire
19-05-2025
- Business
- Business Wire
Aditxt Announces Termination of Arrangement Agreement With Appili Therapeutics
MOUNTAIN VIEW, Calif.--(BUSINESS WIRE)--Aditxt, Inc. (NASDAQ: ADTX) ('Aditxt' or the 'Company'), a social innovation platform accelerating promising health innovations, today announced that it has determined it is in the best interest of the Company and its stockholders to terminate the previously announced Arrangement Agreement with Appili Therapeutics, Inc. The Arrangement Agreement, originally announced in April 2024, had been amended several times to extend key milestones and accommodate changing circumstances. Despite these efforts, Aditxt has concluded that it is no longer strategically aligned to move forward under the terms of the agreement. Management intends to formally notify Appili of the termination, effective May 31, 2025. 'We greatly appreciate the Appili team and respect the important work they are doing,' said Amro Albanna, Co-Founder and CEO of Aditxt. 'After careful consideration, we've determined that this would be the best course of action.' Further details will be provided as appropriate. About Aditxt, Inc. Aditxt, Inc. ® is a social innovation platform accelerating 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 currently operates two programs focused on immune health and precision health. The Company plans to introduce an additional program dedicated to women's health. To this end, Aditxt has entered into a Merger Agreement with Evofem Biosciences, Inc. ('Evofem') (OTCQB: EVFM). The program will be 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 the transaction with Evofem 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. These obligations include cash payments of approximately $17 million for Evofem, which includes approximately $15.2 million required to satisfy Evofem's senior secured noteholder; should Aditxt fail to secure these funds, Evofem's senior secured noteholder is expected to seek to prevent the closing of the merger with Evofem. No assurance can be provided that all of the conditions to closing will be obtained or satisfied or that the transaction will ultimately close. For more information, . Follow us on: LinkedIn: Facebook: 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 its strategic M&A initiatives; the Company's ability to 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; expected usage of the Company's ELOC and ATM facilities; 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 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.
