Planned IPO Aligns with Aditxt’s Acquire, Build and Capitalize (ABC) Monetization Framework

MOUNTAIN VIEW, Calif.–(BUSINESS WIRE)–Aditxt, Inc. (Nasdaq: ADTX) (“Aditxt” or the “Company”), a social innovation platform dedicated to accelerating promising health innovations, today announced that its subsidiary, Pearsanta, Inc., (“Pearsanta”) has engaged Spartan Capital Securities, LLC (“Spartan”) as lead underwriter for its planned Initial Public Offering (”IPO”). This marks an important milestone in Aditxt’s Acquire, Build, and Capitalize (“ABC”) strategy, which is designed to accelerate the growth of innovative health companies.

Spartan will serve as Pearsanta’s exclusive financial advisor and bookrunner for the offering. The proposed IPO is intended to support the clinical validation, and commercial rollout of Pearsanta’s innovative tests designed for early detection of cancers and other diseases, powered by its Mitomic™ mitochondrial DNA platform technology, and CLIA-certified, CAP-accredited laboratory infrastructure.

“We view the proposed IPO as a critical first step in advancing Pearsanta’s mission of addressing cancer through early detection—and ultimately, prevention,” said Amro Albanna, Co-founder and CEO of Aditxt. “As part of Aditxt’s ‘Acquire, Build, Capitalize’ strategy, we believe that the IPO, if successful, would position Pearsanta to validate and deploy its innovative diagnostics, expand market access, and deliver life-saving impact when timing is everything.”

“Early detection is the single most effective tool we have to stay ahead of the fight against cancer and other debilitating diseases,” said Chris Mitton, President of Pearsanta. “By identifying diseases at their earliest and most treatable stages, we not only save lives—we also reduce the emotional and financial toll on families, healthcare systems, and society as a whole. At Pearsanta, our mission is to make this kind of proactive, personalized care accessible to everyone.”

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). This announcement is being issued in accordance with Rule 135 under the Securities Act.

About Pearsanta, Inc.

Pearsanta is at the forefront of precision health, focusing on early cancer detection through advanced diagnostic technologies. Its proprietary Mitomic Technology Platform leverages the unique properties of mitochondrial DNA to detect cancer and other diseases with high accuracy via non-invasive, blood-based liquid biopsy tests. Pearsanta’s asset portfolio also includes a range of other innovative diagnostic technologies, all aimed at transforming early disease detection and monitoring, enabling more informed treatment decisions and ultimately improving patient outcomes. For more information, please visit www.pearsanta.com.

About Aditxt, Inc.

Aditxt, Inc. is a social innovation platform accelerating promising health innovations. Aditxt’s ecosystem of research institutions, industry partners, and shareholders collaboratively drives their mission to “Make Promising Innovations Possible Together.” The innovation platform is the cornerstone of Aditxt’s strategy, where multiple disciplines drive disruptive growth and address significant societal challenges. Aditxt operates a unique model that democratizes innovation, ensures every stakeholder’s voice is heard and valued, and empowers collective progress. The Company currently operates two programs focused on immune health and precision health. Through the proposed acquisition of Evofem under the July 2024 Amended and Restated Merger Agreement between Evofem, Aditxt and Adifem, as amended (the “A&R Merger Agreement”), Aditxt aims to introduce an additional program dedicated to women’s health. The companies are working toward a targeted close in the second half of 2025. The closing of the transaction with Evofem is subject to several conditions, including but not limited to approval of the transaction by Evofem’s shareholders and Aditxt raising sufficient capital to fund its obligations at closing. These obligations include cash payments of approximately $17 million for Evofem, which includes approximately $15.2 million required to satisfy Evofem’s senior secured noteholder; should Aditxt fail to secure these funds, Evofem’s senior secured noteholder is expected to seek to prevent the closing of the merger with Evofem. No assurance can be provided that all of the conditions to closing will be obtained or satisfied or that the transaction will ultimately close.

Forward-Looking Statements

This press release includes “forward-looking statements,” within the meaning of the safe harbor for forward-looking statements provided by Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Words such as, but not limited to, “achieving,” “advancing”, “aim,” “are working to,” “believe,” “completing,” “continue,” “could,” “design,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “suggest,” “strategy,” “target,” “will,” “would,” and similar expressions or phrases, or the negative of those expressions or phrases, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements include but are not limited to Aditxt’s ability to successfully execute its mission to accelerate and monetize promising health innovations, and magnitude thereof; Aditxt’s ability to complete the proposed initial public offering of Pearsanta on the proposed timeline, if at all; Aditxt’s ability to close the planned acquisition of Evofem, including to meet all closing conditions, and the timing thereof; and anticipated availability of funds to pursue the purchase of digital assets by Aditxt. You are cautioned not to place undue reliance on these forward-looking statements, which are current only as of the date of this press release. Each of these forward-looking statements involves risks and uncertainties. Important factors that could cause actual results to differ materially from those discussed or implied in the forward-looking statements are disclosed in each company’s SEC filings, including Aditxt’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 21, 2025, and any subsequent Form 10-Q filings. All forward-looking statements are expressly qualified in their entirety by such factors. Aditxt undertakes no duty to update any forward-looking statement except as required by law.

For more information, please visit www.aditxt.com.

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