Securities Registration: Employee Benefit Plan (s-8)
August 14 2020 - 4:23PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on August 14, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Aditx
Therapeutics, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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82-3204328
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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11161 Anderson Street
Suite 105-10014
Loma Linda, CA 92354
(Address of principal executive offices)
(Zip Code)
2017 Equity Incentive Plan
(Full title of the plan)
Amro Albanna
Aditx Therapeutics, Inc.
Chief Executive Officer
11161 Anderson Street
Suite 105-10014
Loma Linda, CA 92354
(Name and Address of agent for service)
(909) 488-0844
(Telephone number, including area code,
of agent for service)
With copies to:
Richard A. Friedman
Alexander T. Yarbrough
Sheppard,
Mullin, Richter & Hampton LLP
30
Rockefeller Plaza
New
York, NY 10012
Telephone:
(212) 653-8700
Facsimile:
(212) 653-8701
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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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 7(a)(2)(B) of the Securities Act ☐
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
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Amount to be
Registered (1)
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Proposed
Maximum
Offering
Price Per
Share (2)
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Proposed
Maximum
Aggregate Offering
Price (2)
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Amount of
Registration
Fee
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Common stock, $0.001 par value
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2,500,000
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$
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4.645
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$
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11,612,500
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$
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1,507.30
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(1)
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Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional
shares of the Registrant’s common stock that become issuable under the 2017 Equity Incentive Plan, by reason of any stock
dividend, stock split, recapitalization or other similar transaction that increases the number of the outstanding shares of the
Registrant’s common stock.
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(2)
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Estimated
solely for purposes of calculating the registration fee in accordance with Rule 457(h) of the Securities Act of 1933,
as amended, by averaging the high and low sales prices of the Registrant’s common stock reported on the Nasdaq Capital Market
on August 12, 2020.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Aditx Therapeutics,
Inc. (the “Corporation” or the “Registrant”) will provide each recipient (the “Recipients”)
of a grant under the Aditx Therapeutics, Inc. 2017 Equity Incentive Plan (the “Plan”) with documents that contain information
related to the Plan, and other information including, but not limited to, the disclosure required by Item 1 of Form S-8, which
information is not required to be and is not being filed as a part of this Registration Statement on Form S-8 (the “Registration
Statement”) or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act of 1933, as amended
(the “Securities Act”). The foregoing information and the documents incorporated by reference in response to Item 3
of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act. A Section 10(a) prospectus will be given to each Recipient who receives common stock covered by this
Registration Statement, in accordance with Rule 428(b)(1) under the Securities Act.
On June 29, 2020, following
board of directors and stockholder approval, the Corporation filed a Certificate of Amendment to its Certificate of Incorporation
(the “Amendment”), with the Secretary of State of the State of Delaware to effectuate a one-for-two (1:2) reverse stock
split (the “Reverse Stock Split”) of its common stock, par value $0.001 per share, without any change to its par value.
The Amendment became effective on June 29, 2020. The number of shares issuable under the Plan being registered hereby have been
adjusted to give effect to the Reverse Stock Split.
Item 2. Registrant Information and Employee Plan
Annual Information.
We will provide to
each Recipient a written statement advising of the availability of documents incorporated by reference in Item 3 of Part II
of this Registration Statement (which documents are incorporated by reference in this Section 10(a) prospectus) and of
documents required to be delivered pursuant to Rule 428(b) under the Securities Act without charge and upon written or
oral request by contacting:
Amro Albanna
Chief Executive Officer
11161 Anderson Street
Suite 105-10014
Loma Linda, CA 92354
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents
filed by the Registrant with the Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”),
and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:
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1.
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Our Prospectus, dated June 29, 2020, filed with the SEC on July 2, 2020 pursuant to Rule 424(b) under the Securities Act, File No. 333-235933;
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2.
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Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed with the SEC on August 13, 2020;
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3.
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Our Current Reports
on Form 8-K filed with the SEC on July
6, 2020, July 16,
2020, and August
7, 2020; and
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4.
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The description of the Corporation’s common stock contained in the registration statement on Form 8-A filed with the SEC on June 17, 2020, including any amendment or report filed for the purpose of updating that description.
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All documents subsequently
filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters
all securities then remaining unsold under this Registration Statement, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained herein or
in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or supersedes such earlier statement. Any statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
We will provide without
charge to each person to whom a copy of this prospectus has been delivered, on written or oral request, a copy of any or all of
the documents incorporated by reference in this prospectus, other than exhibits to such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
No expert or counsel
named in this Registration Statement as having prepared or certified any part of this Registration Statement or having given an
opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or
offering of the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial
interest, directly or indirectly, in the registrant or any of its parents or subsidiaries.
Item 6. Indemnification of Directors and Officers.
In accordance
with the Delaware General Corporation Law and the Corporation’s Amended and Restated Certificate of Incorporation, the Corporation
will indemnify, hold harmless and provide advancement of expenses, to the fullest extent permitted by applicable law, directors,
officers, employees, and agents that are made a party or threatened to be made a party to legal proceedings by reason of the fact
that such parties were working at the request of the Corporation.
Insofar as indemnification
for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers or persons controlling
the registrant pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is therefore unenforceable.
Item 7. Exemption from Registration
Claimed.
None.
Item 8. Exhibits.
See the attached Exhibit Index
on the page immediately following the signature pages hereto, which is incorporated herein by reference.
Item 9. Undertakings.
A. The undersigned Registrant hereby undertakes:
1. To file, during
any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include
any prospectus required by section 10(a)(3) of the Securities Act;
(ii) To reflect
in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set
forth in the “Calculation of Registration Fee” table in the effective Registration Statement.
(iii) To include
any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
Provided, however, that
paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13
or section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
2. That, for the purpose
of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. To remove from
registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
B. The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Loma Linda, State of California, on the 14th day of August, 2020.
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ADITX THERAPEUTICS, INC.
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By:
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/s/ Amro Albanna
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Amro Albanna
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Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints Amro Albanna, his or her true and lawful attorney-in-fact
and agent with full power of substitution and re-substitution, for him/her and in his or her name, place and stead, in any and
all capacities to sign any or all amendments (including, without limitation, post-effective amendments) to this Registration Statement,
any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act of 1933 and any or all pre-
or post-effective amendments thereto, and to file the same, with all exhibits thereto, and all other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and
purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or any
substitute or substitutes for him, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, the following persons in the capacities and on the dates indicated have signed this Registration
Statement below.
Signature
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Title
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Date
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/s/ Amro Albanna
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Chief Executive Officer, President and Director
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August 14, 2020
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Amro Albanna
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(Principal Executive Officer)
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/s/ Corinne Pankovcin
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Chief Financial Officer
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August 14, 2020
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Corinne Pankovcin
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(Principal Financial and Accounting Officer)
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/s/ Laura E. Anthony
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Director
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August 14, 2020
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Laura E. Anthony
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/s/ Brian Brady
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Director
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August 14, 2020
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Brian Brady
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/s/ Namvar Kiaie
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Director
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August 14, 2020
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Namvar Kiaie
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/s/ Jeffrey W. Runge
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Director
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August 14, 2020
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Jeffrey W. Runge, M.D.
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/s/ Shahrokh Shabahang
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Chief Innovation Officer and Director
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August 14, 2020
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Shahrokh Shabahang
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