Exhibit 99.2

Aditxt Inc.

Unaudited Pro Forma Consolidated Financial Statements

(In U.S. dollars)

December 31, 2024

Aditxt Inc.

Pro Forma Consolidated Statement of Financial Position

(Unaudited)

(In thousands of U.S. dollars)

As of December 31, 2024

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

Aditxt Inc.

Pro Forma Consolidated Statement of Financial Position

(Unaudited)

(In thousands of U.S. dollars)

As of December 31, 2024

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

Aditxt Inc.

Pro Forma Consolidated Statement of Earnings

(Unaudited)

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

For the twelve months ended December 31, 2024

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

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the twelve months ended December 31, 2024

Acquisition of Appili Therapeutics Inc. by Aditxt Inc.:

On December 12, 2023, Aditxt Inc. (“Aditxt”), through its wholly owned subsidiary, Adivir, Inc. (“Adivir”), entered into an agreement, as amended and restated, to acquire 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 $6,040 based on closing price of the Aditxt shares on November 12, 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 (‘Adifem”,the 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 $91,601, and cash consideration of $1,800 to Evofem’s common stockholders, along with paying off Evofem’s senior secured notes amounting to $15,669, investment of $6,500, including $1,000 transaction fee paid in May 2024, to Evofem and the assumption of Evofem’s existing liabilities.

In May 2024, Aditxt paid Evofem $1,000 to reinstate the Agreement and Plan of Merger that was previously terminated by Evofem in April 2024. On July 12, 2024 (the “Closing Date” of the Amended and Restated Merger Agreement, as amended), Aditxt completed the Initial Parent Equity Investment (as defined under the Amended and Restated Merger Agreement) and entered into a Securities Purchase (the “Series F-1 Securities Purchase Agreement”) with Evofem, pursuant to which Aditxt agreed and completed the purchase for a total of 4,000 shares of Evofem’s Series F-1 Convertible Preferred Stock par value $0.0001 per share (“Evofem F-1 Preferred Stock”) for an aggregate purchase price of $4,000 in 2024. On March 22, 2025, Evofem, Aditxt and Merger Sub entered into the Fifth Amendment to the Amended and Restated Merger Agreement (the “Fifth Amendment”) to (i) change the required consummation date to September 30, 2025; (ii) add a Parent Investment of $1,500 to be completed by April 7, 2025; and (iii) add a special meeting consummation date being on or prior to September 26, 2025.

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the twelve months ended December 31, 2024

The accompanying unaudited Pro Forma Consolidated Financial Statements of Aditxt have been prepared to give effect to the acquisition of Evofem and Appili under the acquisition method of accounting in accordance with Accounting Standards Codification 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 December 31, 2024. The unaudited Pro Forma Consolidated Statement of Earnings for the twelve months ended December 31, 2024, gives effect to the transactions as if they had occurred on January 1, 2024. The unaudited Pro Forma Consolidated Statement of Financial Position combines the unaudited consolidated statement of financial position of Aditxt as of December 31, 2024, the audited consolidated statement of financial position of Evofem as of December 31, 2024, and the adjusted unaudited interim condensed consolidated statement of financial position of Appili as of December 31, 2024 (see Note 3). Certain amounts may not foot due to rounding.

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

For the purposes of preparing the unaudited Pro Forma Consolidated Financial Statements, adjustments have been made to align the financial information to U.S. 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 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.

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.

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the twelve months ended December 31, 2024

For the purposes of preparing the unaudited Pro Forma Consolidated Financial Statements, adjustments have been made to align the financial information of Appili to U.S. 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, adjustments were made to combine the historical results of Appili for the year ended March 31, 2024, with the nine months period ended December 31, 2024, resulting in a recreated statement of earnings for the twelve months ended December 31, 2024, as summarized below:

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the twelve months ended December 31, 2024

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the twelve months ended December 31, 2024

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the twelve months ended December 31, 2024

The following is a preliminary fair value estimate of the assets acquired, and liabilities assumed by Aditxt in connection with the Appili and Evofem Transactions, 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.

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the twelve months ended December 31, 2024

(a) A preliminary fair value estimate of $6,880 has been allocated to identifiable intangible assets acquired for the Appili Transaction. Intangibles assets acquired include licenses and intellectual property rights to the research and development activities of Appili, with a useful life of 15 years. Intangible assets acquired from Evofem relate to the SOLOSEC intangible, which has an estimated fair value of $9,597 and a useful life of 11 years. There is no fair value adjustment in this proforma to the SOLOSEC intangible as recorded on Evofem’s books.

(b) A preliminary estimate of $134,941 and $8,630 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. At this time, all amounts related to the Evofem Transaction have been included in goodwill; however, once the final transaction closes and the purchase price allocation is completed, some amounts currently included in goodwill may be moved to intangible assets.

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, 2024, for the purposes of the unaudited Pro Forma Consolidated Statement of Earnings and on December 31, 2024, for the purposes of the unaudited Pro Forma Consolidated Statement of Financial Position. The pro forma adjustments were based on preliminary estimates and assumptions that are subject to change. For purposes of the pro-forma adjustments, all amounts related to separately identifiable intangible assets acquired in the Evofem Transaction, excluding the current carrying value of the SOLOSEC intangibles, have been included in goodwill; however, once the final transaction closes and the purchase price allocation is completed, some amounts currently included in goodwill may be reclassified to intangible assets.

(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 December 31, 2024. Sources and uses of cash include an increase of $25,000 in proceeds from the issuance of common stock of Aditxt, net of issuance costs, in satisfaction of remaining obligations under the August 2024 Letter Agreement, as disclosed in Form 8-K filed on August 28, 2024, partially offset by the $6,028 decrease for the preliminary purchase price paid for the Appili Transaction, and an $1,800 decrease for the preliminary purchase price paid for the Evofem Transaction. Additionally, there is a reclass of $716 to cash from restricted cash due to cash that will be released from restrictions upon the closing of the Evofem Transaction.

(b) Intangible Assets

An increase of $6,880 to the carrying value of Appili intangible assets to adjust it to its preliminary estimated fair value and an increase of $917 to the accumulated amortization. Intangibles assets acquired include licenses and intellectual property rights to research and development activities of Appili. There is no fair value adjustment in this proforma to the SOLOSEC intangible as recorded on Evofem’s books.

(c) Goodwill

Reflects an increase of $134,941 of goodwill as a result of the preliminary purchase price allocation of the Evofem Transaction and of $8,630 for the Appili Transaction. 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.

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the twelve months ended December 31, 2024

(d) Investment in Evofem / Appili:

Reflects a decrease of $27,277 in Investment in Evofem for the elimination of the cost of investment in Evofem on consolidation. The investment in Evofem represents the total contribution to Evofem for the investment in Evofem F-1 Preferred Stock.

(e) Current Liabilities

Accounts payable and accrued expenses: Reflects an increase of $2,000 for transaction costs associated with the Appili Transaction and the Evofem Transaction. The convertible noteholders will be issued convertible preferred stock of Aditxt upon closing of the Evofem Transaction.

Convertible notes payable carried at fair value: Reflects a decrease of $14,974 to reflect the settlement of the notes in conjunction with the close of the transaction. Adjuvant will be issued convertible preferred stock of Aditxt upon closing of the Evofem Transaction.

Convertible notes payable – Adjuvant: Reflects a decrease of $30,769 to reflect the settlement of the notes in conjunction with the close of the transaction.

Derivative liabilities: Reflects a decrease of $1,359 to reflect the settlement of the liabilities in conjunction with the close of the transaction.

(f) Mezzanine Equity

Convertible and redeemable preferred stock: Reflects an increase of $85,598 for the issuance of convertible preferred stock for the Evofem Transaction and $4,782 decrease on elimination of convertible and redeemable preferred stock of Evofem on consolidation.

(g) Total Equity

Common Stock: Reflects the elimination of $11 for the common stock of Evofem.

Additional paid-in capital: Includes a $44,739 decrease on elimination of Appili and a $829,026 decrease on elimination of Evofem paid-in-capital on consolidation and an increase to Aditxt for $25,000 capital, net of issuance costs to be raised in conjunction with the transaction. It also reflects an increase of $12 for the issuance of common stock in connection with the Appili Transaction.

Accumulated other comprehensive income (loss): Reflects an increase of $2,630 upon elimination of accumulated other comprehensive income (loss) of Evofem partially offset by a decrease of $738 on elimination of currency translation adjustment on consolidation of Appili.

Accumulated equity (deficit): Reflects a $897,559 and $54,948 decrease in accumulated deficit to eliminate historical retained loss of Evofem (including deemed dividend) and Appili, respectively, $1,000 paid to Evofem by Aditxt to reinstate the Agreement and Plan of Merger, $917 increase in cumulative amortization expense for intangible assets relating to Appili, and $2,000 increase for transaction costs associated with the Appili Transaction and Evofem Transaction, and immaterial decrease to Aditxt.

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the twelve months ended December 31, 2024

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