NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
HALIFAX, Nova Scotia – May 19, 2025 – 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 www.sedarplus.ca/.
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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 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 www.sedarplus.ca/.
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.
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Media Contact:
Jenna McNeil, Corporate Affairs and Communications Manager
Appili Therapeutics
E: [email protected]
Investor Relations Contact:
Don Cilla, Pharm.D. M.B.A.
Appili Therapeutics
E: [email protected]
