ADTX Aditxt Inc

Appili Therapeutics Inc. (TSX: APLI; OTCPink: APLIF) (the “Company” or “Appili”), a biopharmaceutical company focused on drug development for infectious diseases and medical countermeasures, is pleased to announce receipt of the final order of the Ontario Superior Court of Justice (Commercial List) for the plan of arrangement (the “Arrangement”) pursuant to which Aditxt, Inc. (“NASDAQ:ADTX”) (“Aditxt”), through its wholly-owned subsidiary, Adivir, Inc., will acquire all of the issued and outstanding Class A common shares of the Company (the “Transaction”). As previously announced, the Transaction was overwhelmingly approved by the Company’s shareholders at a special meeting held on November 6, 2024.

“The successful shareholder vote and court approval represent critical milestones for Appili, bringing the transaction with Aditxt one step closer to completion,” said Don Cilla, President and CEO of Appili. “Through Aditxt's social innovation platform, we look forward to activating promising opportunities to improve and protect public health across the infectious disease and medical countermeasures landscape.”

Closing of the Transaction remains subject to the satisfaction of certain closing conditions. Subject to the satisfaction of all requisite closing conditions, the Transaction is expected to close in Q4 2024.

Following completion of the Transaction, the Company’s shares will be delisted from the Toronto Stock Exchange and the Company will apply to cease to be a reporting issuer in each of the applicable jurisdictions in Canada.

For more information on the Transaction, please refer to the Company’s management information circular (the “Circular”) dated October 4, 2024 and the appended Arrangement Agreement, which are available on the Company’s SEDAR+ profile at www.sedarplus.ca.  

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 www.AppiliTherapeutics.com.

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 closing of the Transaction and the timing thereof. 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 successful completion of the conditions precedent of the Transaction. While Appili considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Among other things, there can be no assurance that the Transaction will be completed. 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, including those identified in the Circular. Consequently, readers are cautioned not to place undue reliance on the forward-looking statements and information contained in this press release.

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 ManagerAppili TherapeuticsE: JMcNeil@AppiliTherapeutics.com

Investor Relations Contact:Don Cilla, Pharm.D. M.B.A.Appili TherapeuticsE: Info@AppiliTherapeutics.com