Aditxt (ADTX) 8-K/A Consolidated Financial Statements

Exhibit 99.2

Aditxt Inc.

Unaudited Pro Forma Consolidated

Financial Statements

(In U.S. dollars)

March 31, 2024

Aditxt Inc.

Pro Forma Consolidated Statement of Financial Position

(Unaudited)

(In thousands of U.S. dollars)

As at March 31, 2024

	Aditxt		Evofem		Appili (Note 3)		Pro Forma Adjustments			Notes	Pro Forma Consolidated
	$		$		$		$				$
ASSETS
CURRENT ASSETS:
Cash		89		-		69		12,104		5(a)		12,259
Restricted Cash		-		689		-		-				689
Accounts receivable, net		427		4,306		855		-				5,588
Inventory		623		1,306		-		-				1,929
Prepaid expenses		457		622		142		-				1,221
Subscription receivable		-		-		-		-				-
Other receivable		-		-		11		-				11
TOTAL CURRENT ASSETS		1,596		6,923		1,077		12,104				21,700
Fixed assets, net		2,022		1,200		22		-				3,244
Intangible assets, net		9		-		-		6,451		5(b)		6,460
Deposits		132		-		-		-				132
Right of use asset - long term		1,940		59		-		-				1,999
Other assets		-		35		-		-				35
Goodwill		-		-		-		132,972		5(c)		132,972
Investment in Evofem / Appili		22,277		-		-		(22,277	)	5(d)		-
TOTAL ASSETS		27,976		8,217		1,099		129,250				166,542

The accompanying notes are an integral part to these unaudited pro forma consolidated financial statements.

F-1

Aditxt Inc.

Pro Forma Consolidated Statement of Financial Position

(Unaudited)

(In thousands of U.S. dollars)

As at March 31, 2024

	Aditxt			Evofem			Appili (Note 3)			Pro Forma Adjustments			Notes	Pro Forma Consolidated
	$			$			$			$				$
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses		9,361			24,130			3,087			2,600		5(e)		39,178
Notes payable - related party		468			-			-			-				468
Notes payable, net of discount		5,678			-			-			-				5,678
Financing on fixed assets		148			-			-			-				148
Deferred rent		147			-			-			-				147
Convertible notes payable carried at fair value		-			13,252			-			(13,252	)	5(e)		-
Convertible notes payable - Adjuvant		-			29,101			-			(29,101	)	5(e)		-
Derivative liabilities		-			4,310			-			(4,310	)	5(e)		-
Other current liabilities		-			3,391			-			-				3,391
Corporate taxes payable		-			-			35			-				35
Long-term debt - current		-			-			5,394			-				5,394
Lease liability - current		901			55			-			-				956
–Advance on private placement		600			-			-			-				600
TOTAL CURRENT LIABILITIES		17,303			74,239			8,516			(44,063	)			55,995
Long-term debt – non-current		-			-			646			-				646
Lease liability - long term		892			4			-			-				896
TOTAL LIABILITIES		18,195			74,243			9,162			(44,063	)			57,537
Convertible and redeemable preferred stock		-			4,640			-			77,284		5(f)		81,924
STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock		2			5			-			(5	)	5(g)		2
Treasury stock		(202	)		-			-			-				(202	)
Additional paid-in capital		152,601			823,409			44,629			(847,552	)	5(g)		173,087
Accumulated other comprehensive income (loss)		-			(525	)		178			347		5(g)		-
Accumulated equity (deficit)		(142,471	)		(893,555	)		(52,870	)		943,239		5(g)		(145,657	)
		9,930			(70,666	)		(8,063	)		96,029				27,230
NON-CONTROLLING INTEREST		(149	)		-			-			-				(149	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		9,781			(70,666	)		(8,063	)		96,029				27,081
TOTAL LIABILITIES, CONVERTIBLE AND REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)		27,976			8,217			1,099			129,250				166,542

The accompanying notes are an integral part to these unaudited pro forma consolidated financial statements.

F-2

Aditxt Inc.

Consolidated Pro Forma Statement of Earnings

(Unaudited)

(In thousands of U.S. dollars, except earnings per share)

For the three months ended March 31, 2024

	Aditxt			Evofem			Appili (Note 3)			Pro Forma Adjustments			Notes	Pro Forma Consolidated
REVENUE	$			$			$			$				$
Sales		80			3,603			8			-				3,691
Cost of goods sold		66			684			-			-				750
Gross profit (loss)		14			2,919			8			-				2,941
OPERATING EXPENSES
Research and development		8,145			594			1,183			-				9,922
Sales and marketing		41			2,345			15			-				2,401
General and administrative expenses		3,364			2,824			606			-				6,794
Total operating expenses		11,550			5,763			1,804			-				19,117
NET LOSS FROM OPERATIONS		(11,536	)		(2,844	)		(1,796	)		-				(16,176	)
OTHER INCOME/(EXPENSE)
Interest expense		(2,489	)		-			-			-				(2,489	)
Interest income		-			4			1			-				5
Other expense		-			(616	)		(93	)		-				(709	)
Amortization of debt discount		(636	)		-			-			-				(636	)
Amortization of intangible assets		-			-			-			(117	)	5(h)		(117	)
Loss on issuance of financial instruments		-			(3,275	)		-			3,275		5(h)		-
Gain on debt extinguishment		-			1,120			-			(1,120	)	5(h)		-
Change in fair value of financial instruments		-			802			-			(802	)	5(h)		-
Financing costs		-			-			(286	)		-				(286	)
Government assistance		-			-			1,361			-				1,361
Loss on note exchange agreement		(208	)		-			-			-				(208	)
Total other income/(expense)		(3,333	)		(1,965	)		983			1,236				(3,079	)
Net loss before income taxes		(14,869	)		(4,809	)		(813	)		1,236				(19,255	)
Income tax expense		-			-			(7	)		-				(7	)
NET LOSS		(14,869	)		(4,809	)		(820	)		1,236				(19,262	)
NON-CONTROLLING INTEREST LOSS		139			-			-			-				139
NET LOSS ATTRIBUTABLE TO ADITXT, INC. & SUBSIDIARIES		(14,730	)		(4,809	)		(820	)		1,236				(19,123	)
Deemed Dividend		-			(47	)		-			47				-
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS		(14,730	)		(4,856	)		(820	)		1,283				(19,123	)
NET LOSS per share:
Basic		(9.1	)												(9.84	)
Diluted		(9.1	)												(9.84	)
Weighted average number of shares:
Basic		1,610,872													1,943,748
Diluted		1,610,872													1,943,748

The accompanying notes are an integral part to these unaudited pro forma consolidated financial statements.

F-3

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the three months ended March 31, 2024

1 Description of Transactions

Acquisition of Appili Therapeutics Inc. by Aditxt Inc.:

On December 12, 2023, Aditxt Inc. (“Aditxt”), through its wholly owned subsidiary, Adivir, Inc. (“Adivir”), acquired all of the outstanding Class A common shares of Appili Therapeutics Inc. (“Appili”) by way of a court approved plan of arrangement under the Canada Business Corporations Act and a definitive arrangement agreement entered between Appili and Adivir (the “Appili Transaction”). Upon closing of the Appili Transaction, Appili will become an indirect, wholly owned subsidiary of Aditxt. As part of the acquisition terms, Appili shareholders will receive 0.002745004 of a share of Aditxt common stock (the “Share Consideration”) and US$0.0467 in cash for each Appili share held (the “Cash Consideration” and together with Share Consideration collectively, the “Appili Transaction Consideration”), representing total consideration of approximately $6,582 based on closing price of the Aditxt shares on July 5, 2024. The consideration for acquiring Appili also included the assumption of Appili’s existing liabilities.

Acquisition of Evofem Biosciences by Aditxt:

On December 11, 2023, Aditxt, through a definitive agreement, entered into an Agreement and Plan of Merger, as amended and restated, with Evofem Biosciences, Inc. (“Evofem”) whereby Evofem will merge with a merger sub with Evofem surviving as as a wholly owned subsidiary of Aditxt (the “Evofem Transaction” and together with the Appili Transaction collectively, “the Transactions”)). The consideration for acquiring Evofem includes the issuance or exchange of convertible preferred stock of $91,610, and cash consideration of $1,800 to Evofem’s common stockholders, along with paying off Evofem’s senior secured notes amounting to $12,591, investment of $4,000 to Evofem and the assumption of Evofem’s existing liabilities.

2 Basis of preparation

The accompanying unaudited Pro Forma Consolidated Financial Statements of Aditxt, have been prepared to give effect to the acquisitions of Evofem and Appili under the acquisition method of accounting in accordance with ASC Topic 805 – Business Combinations (“ASC 805”). The unaudited Pro Forma Consolidated Statement of Financial Position gives effect to the transactions as if they had occurred on March 31, 2024. The unaudited Pro Forma Consolidated Statement of Earnings for the three months ended March 31, 2024, gives effect to the transactions as if they had occurred on January 1, 2023. The unaudited Pro Forma Consolidated Statement of Financial Position combines the unaudited interim Condensed Consolidated Statement of Financial Position of Aditxt as at March 31, 2024, with the unaudited interim Condensed Consolidated Statement of Financial Position of Evofem as at March 31, 2024, and the adjusted audited consolidated financial position of Appili as at March 31, 2024 (see Note 3).

F-4

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the three months ended March 31, 2024

2 Basis of preparation (continued)

The unaudited Pro Forma Consolidated Financial Statements are based on, and should be read in conjunction with:

● the audited consolidated financial statements of Aditxt as at and for the year ended December 31, 2023 (“Aditxt’s 2023 Annual Consolidated Financial Statements”) prepared in U.S. dollars and in accordance with accounting principles generally accepted in the United States (“US GAAP);

● the audited consolidated financial statements of Evofem as at and for the year ended December 31, 2023 (“Evofem’s 2023 Annual Consolidated Financial Statements”) prepared in U.S. dollars and in accordance with US GAAP;

● the unaudited interim condensed consolidated financial statements of Aditxt as at and for the three months ended March 31, 2024 (“Aditxt’s 2024 Interim Condensed Consolidated Financial Statements”) prepared in U.S. dollars and in accordance with accounting principles generally accepted in the United States (“US GAAP);

● the unaudited interim condensed consolidated financial statements of Evofem as at and for the three months ended March 31, 2024 (“Evofem’s 2024 Interim Condensed Consolidated Financial Statements”) prepared in U.S. dollars and in accordance with accounting principles generally accepted in the United States (“US GAAP);

● the audited consolidated financial statements of Appili as at and for the year ended March 31, 2024 (Appili’s 2024 Annual Consolidated Financial Statements”) prepared in Canadian Dollars (“CAD”) and in accordance with Internation Financial Reporting Standards (“IFRS”); and

● the unaudited interim condensed consolidated financial statements for the nine months ended December 31, 2023 (“Appili 2023 Interim Condensed Consolidated Financial Statements”) prepared in CAD and in accordance with IFRS.

For the purposes of preparing the unaudited Pro Forma Consolidated Financial Statements, adjustments have been made to align the financial information to US GAAP and convert to U.S. dollars (see Note 3).

The unaudited Pro Forma Consolidated Financial Statements have been presented for illustrative purposes only. The pro forma information is not necessarily indicative of what the combined company’s financial position or financial performance would have been had the transactions been completed as at the dates indicated above, nor does it purport to project the future financial position or operating results of the combined company. The unaudited Pro Forma Consolidated Financial Statements do not reflect potential cost savings, operating synergies, and revenue enhancements that may be realized from the transactions. The actual financial position and results of operations of Aditxt for any period following the closing of the transactions may vary from the amounts set forth in the unaudited Pro Forma Consolidated Financial Statements, and such variations could be material.

F-5

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the three months ended March 31, 2024

2 Basis of preparation (continued)

The pro forma adjustments are based upon available information and certain assumptions believed to be reasonable under the circumstances. The purchase price allocation and the corresponding fair value adjustments are provisional and subject to refinement as more detailed analyses are completed and additional information about the fair value of assets acquired and liabilities assumed becomes available. Aditxt will finalize all amounts as it obtains the necessary information to complete the measurement process, which will be no later than one year from the closing of the transactions. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing the unaudited Pro Forma Consolidated Financial Statements. Differences between these preliminary estimates and the final acquisition accounting may occur, and these differences could be material to the accompanying unaudited Pro Forma Consolidated Financial Statements and Aditxt’s future financial performance and financial position.

3 IFRS to US GAAP Reconciliation

For the purposes of preparing the unaudited Pro Forma Interim Consolidated Financial Statements, adjustments have been made to align the financial information of Appili to US GAAP and convert to U.S. dollars as detailed below.

As the ending date of the fiscal period for Appili differs from that of Aditxt, the three months results were extracted from the historical results of Appili for the year ended March 31, 2024, resulting in the statement of earnings for the three months ended March 31, 2024, as summarized below.

Appili Therapeutics Inc Consolidated Balance Sheet	As reported on March 31, 2024		US GAAP Adjustments		Notes	As at March 31, 2024		Currency Translation Adjustments			Notes	As at March 31, 2024
	(IFRS)					(US GAAP)						(US GAAP)
	(CAD)					(CAD)						(U.S. Dollars)
	$					$						$
Assets
Current Assets
Cash		94		-			94		(25	)	(c)		69
Accounts receivable		1,159		-			1,159		(304	)	(c)		855
Other receivable		15		-			15		(4	)	(c)		11
Prepaid expenses		192		-			192		(50	)	(c)		142
		1,460		-			1,460		(383	)			1,077
Non-Current Assets
Fixed assets, net		30		-			30		(8	)	(c)		22
Total Assets		1,490		-			1,490		(391	)			1,099

F-6

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the three months ended March 31, 2024

3 IFRS to US GAAP Reconciliation (continued)

Appili Therapeutics Inc Consolidated Balance Sheet	As reported on March 31, 2024			US GAAP Adjustments			Notes		As at March 31, 2024			Currency Translation Adjustments			Notes		As at March 31, 2024
	(IFRS)								(US GAAP)								(US GAAP)
	(CAD)								(CAD)								(U.S. Dollars)
	$								$								$
Liabilities
Current Liabilities
Accounts payable and accrued expenses		4,183			-					4,183			(1,096	)		(c)		3,087
Long-term debt - current		7,310			(1	)		(a)		7,309			(1,915	)		(c)		5,394
Corporate taxes payable		47			-					47			(12	)		(c)		35
		11,540			(1	)				11,539			(3,023	)				8,516
Non-Current liabilities
Long-term debt - non-current		875			-					875			(229	)		(c)		646
Total Liabilities		12,415			(1	)				12,414			(3,252	)				9,162
Shareholder’s Equity
Additional paid-in capital		58,168			-					58,168			(13,539	)		(d)		44,629
Accumulated deficit		(69,093	)		1			(a)		(69,092	)		16,222			(d)		(52,870	)
Currency translation adjustments		-			-					-			178			(e)		178
Total  Shareholder’s Equity		(10,925	)		1					(10,924	)		2,861					(8,063	)
Total Liabilities and Shareholder’s Equity		1,490			-					1,490			(391	)				1,099

F-7

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the three months ended March 31, 2024

3 IFRS to US GAAP Reconciliation (continued)

Appili Therapeutics Inc	3 months ended March 31, 2024 (Extracted)			US GAAP Adjustments			Notes		3 months ended March 31, 2024			Currency translation adjustments			Notes		3 months  ended March 31, 2024
	(IFRS)								(US GAAP)								(US GAAP)
	(CAD)								(CAD)								(U.S. Dollars)
Income	$								$								$
Sales		11			-					11			(3	)		(f)		8
Interest income		1			-					1			-			(f)		1
		12			-					12			(3	)				9
Expenses
Research and development		1,591			5			(b)		1,596			(413	)		(f)		1,183
Sales and marketing		20			-					20			(5	)		(f)		15
General and administrative expenses		817			-					817			(211	)		(f)		606
Financing costs		383			3			(a)		386			(100	)		(f)		286
Government assistance		(1,831	)		(5	)		(b)		(1,836	)		475			(f)		(1,361	)
Other income		126			-					126			(33	)		(f)		93
		1,106			3					1,109			(287	)				822
Loss before income taxes		(1,094	)		(3	)				(1,097	)		284					(813	)
Income tax expense		9			-					9			(2	)		(f)		7
Net loss		(1,103	)		(3	)				(1,106	)		286					(820	)

(a) Reflects an adjustment to the accretion of a loan payable on conversion from IFRS to US GAAP.

(b) Reflects a presentation conforming adjustment to reclassify recognition of government grant funding relating to research and development activities on conversion from IFRS to US GAAP.

(c) Reflects a currency translation adjustment from CAD to US dollars using the closing exchange rate on March 31, 2024, of 0.7380.

(d) Reflects a currency translation adjustment from CAD to US dollars using the closing historical exchange rate for equity transactions and subsequently carried at historic values.

(e) Reflects a presentation currency translation difference adjustment arising on translation of CAD to US dollars using historical rates.

(f) Reflects a currency translation adjustment from CAD to US dollars using the average exchange rate for the three months ended March 31, 2024, of 0.7415.

F-8

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the three months ended March 31, 2024

4 Preliminary Purchase Price Allocation

The following is a preliminary fair value estimate of the assets acquired and liabilities assumed by Aditxt in connection with Appili Transaction and Evofem Transaction, reconciled to the purchase price. For any items without a corresponding reference below, book value is assumed to reasonably approximate fair value based on currently available information.

	Notes	Evofem			Appili
Assets acquired		$			$
Cash			-			69
Restricted cash			689			-
Accounts receivable			4,306			855
Inventory			1,306			-
Prepaid expenses			622			142
Other receivable			-			11
Intangible assets	(a)		-			7,037
Fixed assets			1,200			22
Right-of-use assets			59			-
Other assets			35			-
Total Assets			8,217			8,136
Liabilities assumed
Accounts payable and accrued expenses			24,130			3,087
Other current liabilities			3,391			-
Corporate taxes payable			-			35
Long-term debt			-			6,040
Lease liabilities			59			-
			27,580			9,162
Fair value of identifiable net liabilities acquired			(19,363	)		(1,026	)
Goodwill arising on acquisition:
Cash consideration			1,800			6,096
Shares issued			-			486
Convertible preferred shares issued			91,610			-
Notes assumed			12,591			-
Consideration paid			106,001			6,582
Add: fair value of identifiable net liabilities acquired			19,363			1,026
Goodwill arising from transaction	(b)		125,364			7,608

F-9

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the three months ended March 31, 2024

4 Preliminary Purchase Price Allocation (continued)

(a) A preliminary fair value estimate of $7,037 has been allocated to identifiable intangible assets acquired for the Appili Transaction. Intangibles assets acquired include licences and intellectual property rights to the research and development activities of Appili, with a useful life of 15 years.

(b) A preliminary estimate of $125,364 and $7,608 has been allocated to the goodwill for the Evofem Transaction and the Appili Transaction, respectively. Goodwill is calculated as the excess of the preliminary estimate of the acquisition date fair value of the consideration transferred, over the preliminary estimate of the fair values assigned to the identifiable assets acquired and liabilities assumed.

5 Pro Forma Adjustments in Connection with the Transactions

The following summarizes the pro forma adjustments in connection with the Appili Transaction and the Evofem Transaction to give effect to the transactions as if they had occurred on January 1, 2023, for the purposes of the unaudited Pro Forma Interim Consolidated Statement of Earnings and on March 31, 2024, for the purposes of the unaudited Pro Forma Interim Consolidated Statement of Financial Position. The pro forma adjustments were based on preliminary estimates and assumptions that are subject to change.

(a) Cash

Reflects the pro forma adjustment to cash representing the sources and uses of cash to close the Transactions as if the Transactions had occurred on March 31, 2024. Sources and uses of cash include the $6,096 decrease for the preliminary purchase price paid for the Appili Transaction, $1,800 decrease for the preliminary purchase price paid for the Evofem Transaction, and an increase of $20,000 in proceeds from the issuance of common stock of Aditxt, net of issuance costs.

(b) Intangible Assets

An increase of $7,037 to the carrying value of Appili intangible assets to adjust it to its preliminary estimated fair value and an increase of $586 to the accumulated amortization. Intangibles assets acquired include licenses and intellectual property rights to research and development activities of Appili.

(c) Goodwill

Reflects an increase of $125,364 and $7,608 of goodwill as a result of the preliminary purchase price allocation of Evofem Transaction and Appili Transaction, respectively. Goodwill is not amortized and is not currently assumed to be deductible for tax purposes. Goodwill could materially change based on changes in estimates in the fair value of the assets acquired, and liabilities assumed.

F-10

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the three months ended March 31, 2024

5 Pro Forma Adjustments in Connection with the Transactions (continued)

(d) Investment in Evofem

Reflects a decrease of $22,277 in Investment in Evofem for the elimination of cost of investment in Evofem on consolidation.

(e) Current Liabilities

Accounts payable and accrued expenses: Reflects an increase of $2,600 for transaction costs associated with Evofem Transaction and Appili Transaction.

Convertible notes payable carried at fair value: Reflects a decrease of $13,252 to reflect the settlement of the notes in conjunction with the close of the transaction.

Convertible notes payable – Adjuvant: Reflects a decrease of $29,101 to reflect the settlement of the notes in conjunction with the close of the transaction.

Derivative liabilities: Reflects a decrease of $4,310 to reflect the settlement of the liabilities in conjunction with the close of the transaction.

(f) Mezzanine Equity

Convertible preferred stock: Reflects an increase of $81,925 for the issuance of convertible preferred stock for the Evofem Transaction and $4,640 decrease on elimination of convertible preferred stock of Evofem on consolidation.

(g) Total Equity

Common stock: Reflects the elimination of $5 for the common stock of Evofem.

Additional paid-in capital: Reflects an increase of $20,486 for the issuance of common stock in connection with the Appili Transaction, a $44,629 decrease on elimination of Appili paid-in-capital and a $823,409 decrease on elimination of Evofem paid-in-capital on consolidation.

Accumulated other comprehensive income (loss): Reflects a decrease of $178 on elimination of currency translation adjustment on consolidation of Appili and an increase of $525 upon elimination of comprehensive loss of Evofem.

Accumulated deficit: Reflects a $893,555 and $52,870 decrease in accumulated deficit to eliminate historical retained loss of Evofem and Appili, respectively, $586 increase in amortization expense for intangible assets relating to Appili, and $2,600 increase for transaction costs associated with the Appili Transaction and Evofem Transaction.

(h) The unaudited Pro Forma Consolidated Statement of Earnings is also adjusted as follows:

● Increase amortization expense by $117 for amortization of the intangible assets recorded at fair value for the three months ended March 31, 2024.

● Decrease to loss on issuance of financial instruments of $3,275 for the three months ended March 31, 2024 to remove the impact of issuances of purchase rights due to a down-round related to instruments that would have been extinguished as a requirement of the Evofem closing.

● Decrease to gain on debt extinguishment of $1,120 for the three months ended March 31, 2024 to remove the impact of the debt extinguishment related to an instrument that would have been extinguished as a requirement of the Evofem closing.

● Decrease to change in fair value of financial instruments of $802 for the three months ended March 31, 2024 to remove the impact of fair value adjustments related to instruments that would have been extinguished as a requirement of the Evofem closing.

F-11