Adivir, Inc. entered into a definitive agreement to acquire Appili Therapeutics Inc. (TSX:APLI) for $6.7 million on April 1, 2024. Under the terms of the Arrangement Agreement, shareholders of Appili will receive (i) 0.002745004 of a share of common stock of Aditxt and (ii) $0.0467 for each Appili Share held representing implied total consideration per Appili Share of approximately $0.0561 based on the closing price of the Aditxt shares on March 28, 2024. Each outstanding option and warrant of Appili will be cashed-out based on the implied in-the-money value. The termination fee equates up to $0.9206 million. Appili's board has unanimously recommended the Transaction. The Transaction is subject to the approval of at least two-thirds of the votes cast by the Appili Shareholders. Appili?s senior secured lender, Long Zone Holdings provided the requisite consent for the transaction. The Transaction is conditional upon Aditxt raising at least $20 million in financing prior to 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. The closing is currently expected to occur not later than early calendar Q3 2024.

BDO Canada LLP acted as independent financial advisor to the Appili Special Committee. BDO Canada LLP acted as fairness opinion provider to Appili. Bloom Burton Securities Inc. acted as financial advisor to Appili. Dentons Canada LLP acted as legal advisor to Apili. Nelson Mullins Riley & Scarborough LLP acted as legal advisor to Aditxt. Sheppard, Mullin, Richter & Hampton LLP acted as legal advisor to Aditxt. Aird & Berlis LLP acted as legal advisor to Aditxt.