Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 31, 2024

Aditxt, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-39336		82-3204328
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

737 N. Fifth Street, Suite 200 Richmond, VA		23219
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (650) 870-1200

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001		ADTX		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

As previously reported in a Current Report on Form 8-K filed by Aditxt, Inc. (the “Company”), in connection with that certain Agreement and Plan of Merger (the “Merger Agreement”) dated December 11, 2023 among the Company, Adicure, Inc. and Evofem Biosciences, Inc. (“Evofem”), the Company, Evofem and the holders of certain senior indebtedness of Evofem (the “Notes”) entered into an Assignment Agreement dated December 11, 2023, pursuant to which the Holders assigned the Notes to the Company in consideration for the issuance by the Company of (i) an aggregate principal amount of $5 million in secured notes of the Company due on January 2, 2024 (the “January 2024 Secured Notes”), (ii) an aggregate principal amount of $8 million in secured notes of the Company due on September 30, 2024 (the “September 2024 Secured Notes”), (iii) an aggregate principal amount of $5 million in ten-year unsecured notes, and (iv) payment of $154,480 in respect of net sales of Phexxi in respect of the calendar quarter ended September 30, 2023.

As previously reported in a Current Report on Form 8-K filed by the Company, on January 2, 2024, the Company and the Holders entered into amendments to the January 2024 Secured Notes (“Amendment No. 1 to January 2024 Secured Notes”), pursuant to which the maturity date of the January 2024 Notes was extended to January 5, 2024. On January 5, 2024, the Company and the Holders entered into amendments to the January 2024 Secured Notes (“Amendment No. 2 to January 2024 Secured Notes”) and amendments to the September 2024 Secured Notes (“Amendment No. 1 to September 2024 Secured Notes”), pursuant to which the Company and the Holders agreed that in consideration of a principal payment in the aggregate amount of $1 million on the January 2024 Secured Notes and in increase in the aggregate principal balance of $250,000 on the September 2024 Secured Notes, that the maturity date of the January 2024 Secured Notes would be further extended to January 31, 2024.

On January 31, 2024, the Company and the Holders entered into amendments to the January 2024 Secured Notes (“Amendment No. 3 to January 2024 Secured Notes”), pursuant to which the maturity date of the January 2024 Notes was extended to February 29, 2024. In addition, on January 31, 2024, the Company and the Holders entered into amendments to the September 2024 Secured Notes (“Amendment No. 2 to September 2024 Secured Notes”), pursuant to which the Company and the Holders agreed that in consideration of a principal payment in the aggregate amount of $1.25 million on the January 2024 Secured Notes and in increase in the aggregate principal balance of $300,000 on the September 2024 Secured Notes.

The foregoing descriptions of Amendment No. 3 to January 2024 Secured Notes and Amendment No. 2 to September 2024 Secured Notes are not complete and are qualified in their entirety by reference to the full text of the Form of Amendment No. 3 to January 2024 Secured Notes and the Form of Amendment No. 2 to September 2024 Secured Notes, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 of this Current Report on Form 8-K in relation to Amendment No. 3 to January 2024 Secured Notes and Amendment No. 2 to September 2024 Secured Notes is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Exhibit
10.1		Form of Amendment No. 3 to January 2024 Secured Notes
10.2		Form of Amendment No. 2 to September 2024 Secured Notes
104		Cover Page Interactive Data File (embedded within the XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ADITXT, INC.

Date: February 6, 2024	By:	/s/ Amro Albanna
		Amro Albanna
		Chief Executive Officer

Exhibit 10.1

AMENDMENT NO. 3 TO SECURED PROMISSORY NOTE

This AMENDMENT NO. 3 TO SECURED PROMISSORY NOTE (the “Amendment”) dated as of January 31, 2024, is made with reference to the Secured Promissory Note (together with Amendment No. 1 to Secured Promissory Note dated as of January 2, 2024 and Amendment No. 2 to Secured Promissory Note dated as of January 5, 2024, the “Note”) in the amount of $_________ dated December 11, 2023 (and as subsequently amended on January 2, 2024 and again on January 5, 2024) made by ADITXT, INC. (“Borrower”) to _______ or its registered assigns (“Lender”).

Concurrently herewith, and in consideration of the accommodations set forth herein, Borrower is delivering to Lender (the “Additional Consideration”) not later than February 9, 2024 (a) a principal payment in the amount of $_______, and (b) an amendment to the secured promissory note due September 2024 in the amount of $________, increasing the principal balance to $718,627.50.

FOR VALUE RECEIVED, the undersigned agree that upon timely receipt of the Additional Consideration (a) the current “Maturity Date” of January 31, 2024 is amended to be February 29, 2024, and (b) the remaining outstanding principal amount of the Note is $________.

This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which together shall have the same effect as if the signatures thereto and hereto were upon the same instrument.

This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York (without regard to conflicts of law principles) and any applicable law of the United States of America.

	LENDER

	By:
	Print Name:
	Title:

	ADITXT, INC.

	Signature:
	Print Name:	Amro Albanna
	Title:	Chief Executive Officer

Exhibit 10.2

AMENDMENT NO. 2 TO SECURED PROMISSORY NOTE DUE SEPTEMBER 2024

This AMENDMENT NO. 2 TO SECURED PROMISSORY NOTE DUE SEPTEMBER 2024 (the “Amendment”) dated as of January 31, 2024, is made with reference to the Secured Promissory Note (the “Note”) in the amount of $______ dated December 11, 2023 made by ADITXT, INC. to ______ or its registered assigns, as amended by that Amendment No. 1 to Secured Promissory Note Due September 2024 Dated January 5, 2024.

FOR VALUE RECEIVED, the undersigned agree that the amount of the Note shall be increased from $______ to $______.

	LENDER

	By:
	Print Name:
	Title:

	ADITXT, INC.

	Signature:
	Print Name:	Amro Albanna
	Title:	Chief Executive Officer

Cover	Jan. 31, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 31, 2024
Entity File Number	001-39336
Entity Registrant Name	Aditxt, Inc.
Entity Central Index Key	0001726711
Entity Tax Identification Number	82-3204328
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	737 N. Fifth Street
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Richmond
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23219
City Area Code	650
Local Phone Number	870-1200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001
Trading Symbol	ADTX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false