Appili Therapeutics Inc. (TSX: APLI; OTCPink: APLIF) has formally terminated its arrangement agreement with Aditxt Inc. (NASDAQ: ADTX), ending a potential acquisition deal that was originally signed in April 2024. The termination became effective on May 30, 2025, following Aditxt's delivery of a termination notice on May 17, 2025.
Financial Terms and Termination Fee
Under the terms of the arrangement agreement dated April 1, 2024, Appili is entitled to receive a termination fee of $1.25 million from Aditxt. This fee has been reduced by certain amounts previously paid by Aditxt to extend deadlines under the original agreement. As of the termination date, $1 million remains payable to Appili as the termination fee.
The arrangement agreement had been amended multiple times throughout 2024, with modifications made on July 1, July 17, and August 20, 2024, indicating ongoing negotiations between the parties before the ultimate termination.
Debt Management and Loan Extensions
In connection with the termination of the Aditxt arrangement, Appili has successfully negotiated three-month extensions on its existing debt obligations. The company secured extensions for both the amended and restated secured loan agreement with Long Zone Holdings Inc. and the unsecured promissory notes with Bloom Burton & Co. Inc.
Under the terms of these extensions, all amounts owing under both loan agreements, together with accrued and unpaid interest, will be due on August 31, 2025. This provides Appili with additional time to manage its financial obligations following the termination of the potential acquisition.
Company Pipeline and Focus
Appili Therapeutics describes itself as an infectious disease biopharmaceutical company that is "purposefully built, portfolio-driven, and people-focused" with a mission of solving life-threatening infections. The company's strategy involves systematically identifying urgent infections with unmet medical needs and developing a pipeline of novel therapies.
The company's current portfolio includes several anti-infective programs: an FDA-approved ready-made suspension of metronidazole for treating antimicrobial resistant infections, a vaccine candidate designed to eliminate serious biological weapon threats, and a topical antiparasitic treatment for disfiguring diseases.
Forward-Looking Considerations
Appili has indicated that forward-looking statements regarding the termination fee collection and loan repayment deadlines are subject to various risks and uncertainties. The company noted that actual results may differ materially from projected outcomes, particularly regarding the ability to collect the termination fee and the timing of such collection.
The termination of this arrangement represents a significant corporate development for Appili, which had been pursuing the transaction for over a year. The company will now need to focus on its standalone operations while managing the extended debt obligations and pursuing collection of the termination fee from Aditxt.
