Aditxt Inc. filed SEC Form 8-K: Termination of a Material Definitive Agreement
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Item 1.02 Termination of a Material Definitive Agreement.
On October 20, 2025, Aditxt, Inc. (“Aditxt” or the “Company”) received from Evofem Biosciences, Inc. (“Evofem”) a notice of termination of the parties’ Amended and Restated Agreement and Plan of Merger dated July 12, 2024, as amended on August 16, 2024; September 6, 2024; October 2, 2024; November 19, 2024; March 22, 2025; and August 26, 2025 (collectively, the “Merger Agreement”). In its notice, Evofem cites Section 8.1(b)(ii) (the end date having passed) and Section 8.1(b)(iv) (failure to obtain shareholder approval at the October 20, 2025 special meeting) as the basis for termination, effective immediately. No termination fee or other early-termination penalty is payable by Aditxt in connection with Evofem’s termination pursuant to Sections 8.1(b)(ii) and 8.1(b)(iv).
Evofem’s notice also states that, pursuant to the Merger Agreement, certain provisions survive termination, including the parties’ Non-Disclosure Agreement dated October 23, 2023. Aditxt is reviewing the notice and evaluating its rights and remedies under the Merger Agreement and applicable law.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 20, 2025
| Aditxt, Inc. | ||
| By: | /s/ Amro Albanna | |
| Name: | Amro Albanna | |
| Title: | Chief Executive Officer | |
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