Securities Registration: Employee Benefit Plan (s-8)
June 04 2021 - 5:01PM
Edgar (US Regulatory)
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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2569
Wyandotte Street
Suite
101
Mountain
View, CA 94043
(Address
of principal executive offices) (Zip Code)
2021
Omnibus Equity Incentive Plan
(Full
title of the plan)
Amro
Albanna
Aditx
Therapeutics, Inc.
Chief
Executive Officer
2569
Wyandotte Street
Suite
101
Mountain
View, CA 94043
(Name
and Address of agent for service)
(650)
870-1200
(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, $0.001 par value
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3,000,000
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$
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2.92
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$
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8,760,000
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$
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955.72
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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 2021 Omnibus 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 June 1, 2021.
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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. 2021 Omnibus 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.
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
2569
Wyandotte Street
Suite
101
Mountain
View, CA 94043
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 Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 25, 2021;
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2.
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Our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 12, 2021;
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3.
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Our Current Reports on Form 8-K filed with the SEC on January 26, 2021, February 26, 2021, March 24, 2021, May 3, 2021, May 10, 2021, and May 25, 2021; 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 (other than Current Reports furnished under Item 2.02 or Item 7.01
of Form 8-K and exhibits filed on such form that are related to such items) 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 Mountain View, State of California, on the 4th day of June, 2021.
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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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June
4, 2021
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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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June
4, 2021
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Corinne
Pankovcin
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(Principal
Financial Officer)
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/s/
Thomas J. Farley
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Controller
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June
4, 2021
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Corinne
Pankovcin
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(Principal
Accounting Officer)
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/s/
Laura E. Anthony
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Director
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June
4, 2021
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Laura
E. Anthony
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/s/
Brian Brady
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Director
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June
4, 2021
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Brian
Brady
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/s/
Namvar Kiaie
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Director
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June
4, 2021
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Namvar
Kiaie
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/s/
Jeffrey W. Runge
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Director
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June
4, 2021
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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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June
4, 2021
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Shahrokh
Shabahang
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