Aditxt, Inc. ("Aditxt" or "the Company") (NASDAQ:ADTX), an innovation platform dedicated to discovering, developing, and deploying promising health innovations, today announced that it had entered into a third amending agreement with Appili Therapeutics, Inc. (TSX:APLI, OTC:APLIF) ("Appili"), a biopharmaceutical company focused on developing innovative treatments and vaccines to combat some of the most challenging infectious diseases and potential bioterrorism threats.

Under the terms of the Arrangement Agreement announced on April 2, 2024, Aditxt, through its wholly-owned subsidiary Adivir, Inc., agreed to acquire all outstanding Class A common shares of Appili. Under the third amending agreement, the Arrangement Agreement was amended to, inter alia: (i) change the Outside Date (as defined in the Arrangement Agreement) from September 30, 2024 to November 19, 2024; (ii) require Appili to convene an annual and special shareholder's meeting of Appili to consider, among other things, the Continuance (as defined below) as promptly as practicable; (iii) change the deadline to convene a special shareholders' meeting to consider the Transaction from September 30, 2024 to November 6, 2024; (iv) change the deadline for Aditxt to complete the Financing (as defined in the Arrangement Agreement) from September 15, 2024 to October 18, 2024; and (v) have the completion of the Continuance as a condition to the completion of the Arrangement.

The transaction is conditional upon Aditxt raising at least US$20 million in financing before 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. No assurance can be given that all of the conditions to closing will be obtained or satisfied or that the transaction will ultimately close.