Filed pursuant to Rule 424(b)(5)
Registration No. 333-257645
PROSPECTUS SUPPLEMENT
(To Prospectus dated July 13, 2021)
Aditxt. Inc.
4,583,334 Shares of Common Stock
We are offering 4,583,334 shares of our common
stock at a price of $2.40 per share, to selected institutional investors pursuant to this prospectus supplement and the accompanying
prospectus and a securities purchase agreement with such investors. In a concurrent private placement, we are selling to such investors
warrants to purchase up to 4,583,334 shares (the “Warrants”). The Warrants and the shares of our common stock issuable upon
the exercise of the Warrants are being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule
506(b) promulgated thereunder, and they are not being offered pursuant to this prospectus supplement and the accompanying prospectus.
Our Common Stock is traded on The Nasdaq Capital
Market under the symbol “ADTX.” On August 24, 2021, the last reported sale price of our Common Stock as reported on the Nasdaq
Capital Market was $1.98 per share.
As of August 25, 2021, the aggregate market value
of the voting and non-voting common equity held by non-affiliates, computed by reference to the price at which the common equity was
last sold on June 28, 2021, was $34,999,504 based on 14,688,248 shares of outstanding common stock as of such date, of which 12,635,200
were held by non-affiliates. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a public primary
offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below
$75.0 million. During the 12 calendar months prior to and including the date of this prospectus, we have not sold any securities pursuant
to General Instruction I.B.6 of Form S-3.
Investing in our securities involves a high
degree of risk. Before buying any of our securities, you should carefully read the discussion of material risks of investing in our securities
under the heading “Risk Factors” beginning on page S-7 of this prospectus supplement and the documents incorporated by reference
herein and page 32 of the accompanying prospectus.
We have engaged Dawson James Securities, Inc.
to act as our sole placement agent in connection with this offering. The placement agent has agreed to use their reasonable best efforts
to place the securities offered by this prospectus supplement. We have agreed to pay the placement agent the fees set forth in the table
below.
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Per Share
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Total
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Offering price
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$
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2.40
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|
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$
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11,000,001.60
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Placement agent’s fees(1)
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$
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0.17
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$
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770,000.11
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Proceeds, before expenses, to us(2)
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$
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2.23
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$
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10,230,001.49
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(1)
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We have agreed to issue issue the placement agent a warrant
and to reimburse the placement agent for certain of their expenses as described under the “Plan of Distribution” on
page S-12 of this prospectus supplement
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(2)
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The amount of the offering proceeds to us presented in this table does
not give effect to any exercise of the Warrants being issued in this offering.
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Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the
accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Delivery of the shares of Common Stock is expected
to be made on or about August 30, 2020, subject to customary closing conditions.
Dawson James Securities, Inc.
The date of this prospectus supplement is August
25, 2021.
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
No dealer, salesperson or other person is
authorized to give any information or to represent anything not contained in this prospectus supplement or the accompanying prospectus.
You must not rely on any unauthorized information or representations. This prospectus supplement and the accompanying prospectus are
an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The
information contained in this prospectus supplement and the accompanying prospectus is current only as of their respective dates.
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying
prospectus are part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or SEC, utilizing a “shelf”
registration process. This document is in two parts. The first part is this prospectus supplement, which describes the specific terms
of this offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by
reference herein. The second part, the accompanying prospectus, provides more general information. Generally, when we refer to this prospectus,
we are referring to both parts of this document combined. To the extent there is a conflict between the information contained in this
prospectus supplement and the information contained in the accompanying prospectus or any document incorporated by reference therein
filed prior to the date of this prospectus supplement, you should rely on the information in this prospectus supplement; provided that
if any statement in one of these documents is inconsistent with a statement in another document having a later date – for example,
a document incorporated by reference in the accompanying prospectus – the statement in the document having the later date modifies
or supersedes the earlier statement.
We further note that the representations, warranties
and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made
solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties
to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties
or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied
on as accurately representing the current state of our affairs.
You should rely only on the information contained
in this prospectus supplement or the accompanying prospectus, or incorporated by reference herein. We have not authorized, and the placement
agent has not authorized, anyone to provide you with information that is different. The information contained in this prospectus supplement
or the accompanying prospectus, or incorporated by reference herein or therein is accurate only as of the respective dates thereof, regardless
of the time of delivery of this prospectus supplement and the accompanying prospectus or of any sale of our Common Stock. It is important
for you to read and consider all information contained in this prospectus supplement and the accompanying prospectus, including the documents
incorporated by reference herein and therein, in making your investment decision. This prospectus supplement contains summaries of certain
provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information.
All of the summaries are qualified in their entirety by the actual documents. We include cross-references in this prospectus supplement
and the accompanying prospectus to captions in these materials where you can find additional related discussions. The table of contents
in this prospectus supplement provides the pages on which these captions are located. You should also read and consider the information
in the documents to which we have referred you in the sections entitled “Where You Can Find More Information” and “Incorporation
of Certain Information by Reference” in this prospectus supplement and in the accompanying prospectus, respectively.
We are offering to sell, and seeking offers to
buy, the securities offered by this prospectus supplement only in jurisdictions where offers and sales are permitted. The distribution
of this prospectus supplement and the accompanying prospectus and the offering of the securities offered by this prospectus supplement
in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement
and the accompanying prospectus must inform themselves about, and observe any restrictions relating to, the offering of the Common Stock
and the distribution of this prospectus supplement and the accompanying prospectus outside the United States. This prospectus supplement
and the accompanying prospectus do not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an
offer to buy, any securities offered by this prospectus supplement and the accompanying prospectus by any person in any jurisdiction
in which it is unlawful for such person to make such an offer or solicitation.
This prospectus contains, or incorporates by
reference, trademarks, tradenames, service marks and service names of Aditxt, Inc.
PROSPECTUS SUPPLEMENT SUMMARY
This summary does not contain all of the information
that you should consider before investing in our securities. You should read this entire prospectus supplement and the accompanying prospectus
carefully, including the financial statements and other information incorporated by reference in this prospectus supplement and the accompanying
prospectus, before making an investment decision. In addition, please read the “Risk Factors” section of this prospectus
supplement beginning on page S-7 and the risk factors contained in our Annual Report.
As used herein, and any amendment or supplement
hereto, unless otherwise indicated, “we,” “us,” “our,” the “Company,” “ADTX”
or similar terminology means Aditxt, Inc.
Overview
We are a biotech innovation company with a mission
of prolonging life and enhancing its quality by improving the health of the immune system.
Our Business
We are developing biotechnologies specifically
focused on improving the health of the immune system through immune reprogramming and monitoring. Our immune reprogramming technology
is currently at the pre-clinical stage and designed to retrain the immune system to induce tolerance with an objective of addressing
rejection of transplanted organs, autoimmune diseases, and allergies. Our immune monitoring technology is designed to provide a personalized
comprehensive profile of the immune system and we plan to utilize it in our upcoming clinical trials to monitor subjects’ immune
response before, during and after drug administration.
Immune Reprogramming
The discovery of immunosuppressive (anti-rejection
and monoclonal) drugs over 40 years ago has made possible life-saving organ transplantation procedures and blocking of unwanted immune
responses in autoimmune diseases. However, immune suppression leads to significant undesirable side effects, such as increased susceptibility
to life-threatening infections and cancers, because it indiscriminately and broadly suppresses immune function throughout the body. While
the use of these drugs has been justifiable because they prevent or delay organ rejection, their use for treatment of autoimmune diseases
and allergies may not be acceptable because of the above-mentioned side effects. Furthermore, transplanted organs often ultimately fail
despite the use of immune suppression, and about 40% of transplanted organs survive no more than 5 years.
New, focused therapeutic approaches are needed
to modulate only the small portion of immune cells that are involved in rejection of the transplanted organ, as this approach can be
safer for patients than indiscriminate immune suppression. Such approaches are referred to as immune tolerance, and when therapeutically
induced, may be safer for patients and also potentially allow long-term survival of transplanted tissues and organs.
In the late 1990s, academic research on these
approaches was conducted at the Transplant Center in Loma Linda University (“LLU”) in connection with a project that secured
initial grant funding from the U.S. Department of Defense. The focus of that project was for skin grafting for burn victims. Twenty
years of research at LLU and an affiliated incubator led to a series of discoveries that have been translated into a large patent portfolio
of therapeutic approaches that may be applied to the modulation of the immune system in order to induce tolerance to self and transplanted
organs.
We have an exclusive worldwide license for commercializing
this nucleic acid-based technology (which is currently at the pre-clinical stage), named Apoptotic DNA Immunotherapy™ (ADi™),
which utilizes a novel approach that mimics the way the body naturally induces tolerance to our own tissues (“therapeutically induced
immune tolerance”). While immune suppression requires continuous administration to prevent rejection of a transplanted organ, induction
of tolerance has the potential to retrain the immune system to accept the organ for longer periods of time. Thus, ADi™ may allow
patients to live with transplanted organs with significantly reduced immune suppression. ADi™ is a technology platform which we
believe can be engineered to address a wide variety of indications.
We are developing ADi™ products for organ
transplantation including skin grafting, autoimmune diseases, and allergies. Our initial focus will be on skin allografts and psoriasis,
as we believe these indications will be most efficient in providing safety and efficacy data in clinical trials. To submit a Biologics
License Application (“BLA”) for a biopharmaceutical product, clinical safety and efficacy must be demonstrated in a series
of clinical studies conducted with human subjects. For products in our class of drugs, the first-in-human trials will be a combination
of Phase I (safety/tolerability) and Phase II (efficacy) in affected subjects. To obtain approval to initiate the Phase I/IIa studies,
an Investigational New Drug Application will be submitted to compile non-clinical efficacy data as well as manufacturing and pre-clinical
safety/toxicology data. To date, we have conducted non-clinical studies in a stringent model of skin transplantation using genetically
mismatched donor and recipient animals demonstrating a 3-fold increase in the survival of the skin graft in animals that were tolerized
with ADi™ compared to animals that receive immune suppression alone. Prolongation of graft life was observed despite discontinuation
of immune suppression after the first 5 weeks. Additionally, in an induced non-clinical model for psoriasis, ADi™ treatment resulted
in a 69% reduction in skin thickness and a 38% decrease in skin flaking (two clinical parameters for assessment of psoriasis skin lesions).
The Phase I/IIa studies in psoriasis will evaluate the safety/tolerability of ADi™ in patients diagnosed with psoriasis. Since
the drug will be administered in subjects diagnosed with psoriasis, effectiveness of the drug to improve psoriatic lesions will also
be evaluated. In another Phase I/IIa study, patients requiring skin allografts will receive weekly intra-dermal injections of ADi™
in combination with standard immune suppression to assess safety/tolerability and possibility of reducing levels of immunosuppressive
drugs as well as prolongation of graft life. Later phase trials are planned after successful completion of these studies in preparation
for submission for a BLA to regulatory agencies.
Immune Monitoring
We believe that understanding the status of an
individual’s immune system is key to developing and administering immunotherapies such as ADi™. We have secured an exclusive
worldwide license for commercializing a technology platform which provides a personalized comprehensive profile of the immune system.
It is intended to be informative for individual immune responses to viruses, bacterial antigens, peptides, drugs, bone marrow and solid
organ transplants, and cancer. It has broad applicability to many other agents of clinical interest impacting the immune system, including
those not yet identified such as future infectious agents. We plan to brand this technology, and other future licensed and/or in-house
developed monitoring technologies collectively as AditxtScore™.
AditxtScore™ is being designed to allow
individuals to understand, manage and monitor their immune profiles in order to be informed about attacks on or by their immune system.
We believe AditxtScore™ can also assist the medical community in anticipating possible immune responses and reactions to viruses,
bacteria, allergens and transplanted organs. It can be useful in anticipating attacks on the body by having the ability to determine
its potential response and for developing a plan to deal with an undesirable reaction by the immune system. Its advantages include the
ability to provide a simple, rapid, accurate, high throughput, single platform assay that can be multiplexed to determine the immune
status with respect to several factors simultaneously, in 3-16 hours, as well as detect antigen and antibody in a single test (i.e. infectious,
recovered, immune). In addition, it can determine and differentiate between various types of cellular and humoral immune responses (T
and B cells). It also provides for simultaneous monitoring of cell activation and levels of cytokine release (i.e., cytokine storms).
We plan to utilize AditxtScore™ in our
upcoming clinical trials to monitor subjects’ immune response before, during and after ADi™ drug administration. We are working
with regulatory consultants with the objective to obtain FDA approval for AditxtScore™ as a clinical assay. We are currently securing
marketing and distribution partnerships for application of AditxtScore™ in the infectious diseases market. To obtain FDA approval
to use AditxtScore™ as a clinical assay, we are performing validation studies to demonstrate AditxtScore™’s utility
to evaluate various components of the immune system reproducibly. We believe that these data will show AditxtScore™’s ability
to measure various components of the immune system (e.g. humoral and cell-mediated immune responses) to provide a broader view of the
immune system and its status in health and disease. Our plan is to submit a 510(K) application to the FDA after compilation of these
data. Beyond infectious diseases, we plan to develop AditxtScore™ for applications in additional markets such as organ rejection,
allergies, drug/vaccine response, and disease susceptibility.
License Agreement with Loma Linda University
On March 8, 2018, we entered into an Assignment
Agreement (the “Assignment Agreement”) with Sekris Biomedical, Inc. (“Sekris”). Sekris was a party to a License
Agreement with Loma Linda University (“LLU”), entered into and made effective on May 25, 2011, and amended on June 24, 2011,
July 16, 2012 and December 27, 2012 (the “Original Agreement,” and together with the Assignment Agreement, the “Sekris
Agreements”). Pursuant to the Assignment Agreement, Sekris transferred and assigned all of its rights and obligations in and to
and liabilities under the Original Agreement, of whatever kind or nature, to us. In exchange, on March 8, 2018, we issued a warrant to
Sekris to purchase up to 500,000 shares of our common stock (the “Sekris Warrant”). The warrant was immediately exercisable
and has an exercise price of $4.00 per share. The expiration date of the warrant is March 8, 2023. On March 15, 2018, as amended on July
1, 2020, we entered into a LLU License Agreement directly with Loma Linda University, which amends and restates the Sekris Agreements.
Pursuant to the LLU License Agreement, we obtained
the exclusive royalty-bearing worldwide license in and to all intellectual property, including patents, technical information, trade
secrets, proprietary rights, technology, know-how, data, formulas, drawings, and specifications, owned or controlled by LLU and/or any
of its affiliates (the “LLU Patent and Technology Rights”) and related to therapy for immune-mediated inflammatory diseases
(the ADi™ technology). In consideration for the LLU License Agreement, we issued 25,000 shares of common stock to LLU.
Pursuant to the LLU License Agreement, we are
required to pay an annual license fee to LLU. Also, we paid LLU $455,000 in July 2020 for outstanding milestone payments and license
fees. We are also required to pay to LLU milestone payments in connection with certain development milestones. Specifically, we are required
to make the following milestone payments: $175,000 on March 31, 2022; $100,000 on March 31, 2024; $500,000 on March 31, 2026; and $500,000
on March 31, 2027. Additionally, as consideration for prior expenses incurred by LLU to prosecute, maintain and defend the LLU Patent
and Technology Rights, we made the following payments to LLU:, $70,000 due at the end of December 2018, and a final payment of $60,000
due at the end of March 2019. We are required to defend the LLU Patent and Technology Rights during the term of the LLU License Agreement.
Additionally, we will owe royalty payments of (i) 1.5% of Net Product Sales and Net Service Sales on any Licensed Products (defined as
any finished pharmaceutical products which utilizes the LLU Patent and Technology Rights in its development, manufacture or supply),
and (ii) 0.75% of Net Product Sales and Net Service Sales for Licensed Products and Licensed Services not covered by a valid patent claim
for technology rights and know-how for a three (3) year period beyond the expiration of all valid patent claims. We also are required
to produce a written progress report to LLU, discussing our development and commercialization efforts, within 45 days following the end
of each year. All intellectual property rights in and to LLU Patent and Technology Rights shall remain with LLU (other than improvements
developed by or on our behalf).
The LLU License Agreement shall terminate on
the last day that a patent granted in to us by LLU is valid and enforceable or the day that the last patent application licensed to us
is abandoned. The LLU License Agreement may be terminated by mutual agreement or by us upon 90 days written notice to LLU. LLU may terminate
the LLU License Agreement in the event of (i) non-payments or late payments of royalty, milestone and license maintenance fees not cured
within 90 days after delivery of written notice by LLU, (ii) a breach of any non-payment provision (including the provision that requires
us to meet certain deadlines for milestone events (each, a “Milestone Deadline”)) not cured within 90 days after delivery
of written notice by LLU and (iii) LLU delivers notice to us of three or more actual breaches of the LLU License Agreement by us in any
12-month period. Additional Milestone Deadlines include: (i) the requirement to have regulatory approval of an IND application to initiate
a first-in-human clinical trials on or before March 31, 2022, (ii) the completion of first-in-human (phase I/II) clinical trials by March
31, 2024, (iii) the completion of Phase III clinical trials by March 31, 2026 and (iv) biologic licensing approval by the FDA by March
31, 2027.
License Agreement with Leland Stanford Junior
University (“Stanford”)
On February 3, 2020, we entered into an exclusive
license agreement (the “February 2020 License Agreement”) with Stanford with regard to a patent concerning a method for detection
and measurement of specific cellular responses. Pursuant to the February 2020 License Agreement, we received an exclusive worldwide license
to Stanford’s patent with regard to use, import, offer, and sale of Licensed Products (as defined in the agreement). The license
to the patented technology is exclusive, including the right to sublicense, beginning on the effective date of the agreement and ending
when the patent expires. Under the exclusivity agreement, we acknowledged that Stanford had already granted a non-exclusive license in
the Nonexclusive Field of Use, under the Licensed Patents in the Licensed Field of Use in the Licensed Territory (as those terms are
defined in the February 2020 License Agreement”). However, Stanford agreed to not grant further licenses under the Licensed Patents
in the Licensed Field of Use in the Licensed Territory.
We were obligated to pay and paid a fee of $25,000
to Stanford within 60 days of February 3, 2020. We also issued 18,750 shares of the Company’s common stock to Stanford. An annual
licensing maintenance fee is payable by us on the first anniversary of the February 2020 License Agreement in the amount of $40,000 for
2021 through 2024 and $60,000 starting in 2025 until the license expires upon the expiration of the patent. The Company is required to
pay and has paid $25,000 for the issuances of certain patents. The Company will pay milestone fees of $50,000 on the first commercial
sales of a licensed product and $25,000 at the beginning of any clinical study for regulatory clearance of an in vitro diagnostic product
developed and a potential licensed product. We are also required to: (i) provide a listing of the management team or a schedule for the
recruitment of key management positions by March 31, 2020 (which has been completed), (ii) provide a business plan covering projected
product development, markets and sales forecasts, manufacturing and operations, and financial forecasts until at least $10,000,000 in
revenue by June 30, 2020 (which has been completed), conduct validation studies by September 30, 2020 (which has been completed), (iv)
hold a pre-submission meeting with the FDA by September 30, 2020 (which has been completed), (v) submit a 510(k) application to the FDA,
Emergency Use Authorization (“EUA”), or a Laboratory Developed Test (“LDT”) by March 31, 2021, (vi) obtain FDA
approval by December 31, 2021, (vii) complete a prototype assay kit by December 31, 2021, and (viii) have a written agreement with Stanford
on further development and commercialization milestones for specific fields of use by December 31, 2021.
In addition to the annual license maintenance
fees outlined above, we will pay Stanford royalties on Net Sales (as such term is defined in the February 2020 License Agreement) during
the of the term of the agreement as follows: 4% when Net Sales are below or equal to $5 million annually or 6% when Net Sales are above
$5 million annually. The February 2020 License Agreement may be terminated upon our election on at least 30 days advance notice to Stanford,
or by Stanford if we: (i) are delinquent on any report or payment; (ii) are not diligently developing and commercializing Licensed Product;
(iii) miss certain performance milestones; (iv) are in breach of any provision of the February 2020 License Agreement; or (v) provide
any false report to Stanford. Should any events in the preceding sentence occur, we have a thirty (30) day cure period to remedy such
violation.
Our Team
We have assembled a team of experts coming from
a variety of different scientific fields and commercial backgrounds, with a collective experience that range from founding startup biotech
companies, to developing and marketing biopharmaceutical products, to designing clinical trials, and management of private and public
companies.
Recent Developments
On August 25, 2021, we executed a letter of intent
to acquire a biopharmaceutical company, the “Target Company”, commercializing a COVID-19 antiviral oral therapy. The Target
Company is currently selling its products under emergency and compassionate use, standard of care, and full approval in multiple countries
internationally outside of the U.S. and Canada. Key terms of the proposed transaction as stated in the letter of intent include: the
completion of a proposed $6.5M secured loan from us to the Target Company by August 31, 2021, as well as the issuance of such number
of shares of common stock of the Company that yields 50% of the number of our outstanding shares post-closing of the transaction. The
acquisition is subject to the satisfaction of numerous conditions, including satisfactory due diligence, the negotiation and execution
of definitive agreements and other closing conditions, including board and shareholder approval and approval by Nasdaq of the listing
of shares proposed to be issued in the transaction. The parties have agreed to an exclusivity period until September 30, 2021, with a
view to settling the definitive agreement. Accordingly, we cannot provide any assurance that we will effect an acquisition transaction
with the Target Company or, if we are able to consummate such a transaction, that the terms of any such acquisition transaction will
be favorable to and approved by our stockholders. See “Risk Factors” beginning on page S-7 of this prospectus supplement,
including the risk factors incorporated by reference herein, for further discussion surrounding the letter of intent and the transactions
contemplated thereby.
Corporate Information
We were incorporated as a Delaware corporation
on September 28, 2017. Our principal executive offices are located at 737 N. Fifth Street, Suite 200, Richmond, VA 23219 , and our
telephone number is (650) 870-1200. Information about us is available on our website http://www.aditxt.com. The information contained
on our website or that can be accessed through our website does not constitute part of this prospectus supplement and is not incorporated
in any manner into this prospectus supplement.
THE OFFERING
Common Stock offered by us in this offering
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4,583,334 shares
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Offering price per share
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$2.40
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Common Stock outstanding immediately before this offering
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14,688,248 shares
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Common Stock outstanding immediately after this offering
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20,277,330 shares
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Use of proceeds
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We expect to use the net proceeds of this offering to fund a $6.5M
loan to a biopharmaceutical company commercializing COVID-19 antiviral oral therapy, and for general corporate and working capital
purposes, including the purchase of fixed assets. See “Use of Proceeds” on page S-9 of this prospectus supplement
for a more complete description of the intended use of proceeds from this offering.
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Concurrent Private Placement
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In a concurrent private placement, we are selling to the investors
shares of our common stock in this offering and warrants to purchase up to 4,583,334 shares of common stock. We will receive gross
proceeds from the concurrent private placement transaction solely to the extent such warrants are exercised for cash. The warrants
will be exercisable at any time after the six-month anniversary of the issuance date at an exercise price of $2.53 per share and
will expire five years from the initial exercise date of the warrants. The warrants and the shares of our common stock issuable upon
the exercise of the warrants are being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and
Rule 506(b) promulgated thereunder, and they are not being offered pursuant to this prospectus supplement and the accompanying prospectus.
See “Private Placement of Warrants” on page S-11 of this prospectus supplement for a more complete description
of the concurrent offering.
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Risk factors
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You should carefully read and consider the information beginning on
page S-7 of this prospectus supplement and page 8 of the accompanying prospectus set forth under the headings “Risk Factors”
and all other information set forth in this prospectus supplement, the accompanying prospectus, and the documents incorporated herein
and therein by reference before deciding to invest in our securities.
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Nasdaq Capital Market symbol for Common Stock
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“ADTX”
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The number of shares
of our Common Stock to be outstanding after this offering is based on 14,688,248 shares of our Common Stock outstanding as of the date
hereof, and excludes the shares of common stock issuable upon exercise of the Warrants being offered by us in the concurrent private
placement and also excludes:
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●
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5,463,715 shares of common
stock issuable upon the exercise of outstanding warrants as of that date having a weighted average exercise price of $3.96 per share;
and
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2,143,000 shares of our common
stock issuable upon the exercise of outstanding option under our 2017
Equity Incentive Plan, or the 2017 Plan.
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1,526,000 shares of our common
stock subject to outstanding Restricted Stock Units under our 2021 Omnibus Equity Incentive Plan.
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1,005,748 shares of our common stock issued upon conversion of a Note
originally issued in January 2021 at a weighted average conversion price of $1.26 per share.
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RISK
FACTORS
An
investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider
carefully the risks described below and discussed under the section captioned “Risk Factors” contained in our Annual Report
on Form 10-K for the year ended December 31, 2020 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June
30, 2021, which are incorporated by reference in this prospectus supplement and the accompanying prospectus in their entirety, together
with other information in this prospectus supplement, the accompanying prospectus, the information and documents incorporated herein
and therein by reference, and in any free writing prospectus that we have authorized for use in connection with this offering. If any
of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This
could cause the trading price of our Common Stock to decline, resulting in a loss of all or part of your investment.
Risks
Related to this Offering
Management
will have broad discretion as to the use of the proceeds from this offering, and we may not use the proceeds effectively.
Our
management will have broad discretion in the application of the net proceeds we receive in this offering, including for any of the purposes
described in the section entitled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision
to assess whether our management is using the net proceeds appropriately. Because of the number and variability of factors that will
determine our use of our net proceeds from this offering, including the possibility that the proceeds are used to support any products
or product candidates acquired in any transaction with the Target Company, their ultimate use may vary substantially from their currently
intended use. The failure by our management to apply these funds effectively could result in financial losses that could have a material
adverse effect on our business and cause the price of our Common Stock to decline. Pending their use, we may invest our net proceeds
from this offering in short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable return to
our stockholders.
You
will experience immediate and substantial dilution in the net tangible book value per share of the Common Stock you purchase.
Since
the price per share of our Common Stock being offered is substantially higher than the net tangible book value per share of our Common
Stock, you will suffer immediate and substantial dilution in the net tangible book value of the Common Stock you purchase in this offering.
Based on an offering price of $2.40 per share, if you purchase shares of Common Stock in this offering, you will suffer immediate and
substantial dilution of $1.58 per share with respect to the net tangible book value of the Common Stock. See the section entitled “Dilution”
below for a more detailed discussion of the dilution you will incur if you purchase Common Stock in this offering.
Certain
Risks Related to our Common Stock
Future
sales or issuances of substantial amounts of our Common Stock, including, potentially, as a result of the acquisition transaction with
the Target Company, could result in significant dilution.
As
disclosed elsewhere in this prospectus supplement, we are contemplating a potential acquisition transaction with a
biopharmaceutical company that is commercializing a COVID-19 antiviral oral therapy. In the event that the proposed merger transaction
with the Target Company is completed, we would expect to issue such number of shares of common
stock of the Company that yields 50% of the number of our outstanding shares post-closing of the transaction to the stockholders
of the Target Company. Additionally, we may elect to raise additional capital due to market conditions or strategic considerations as
a result of the acquisition transaction. If additional shares are issued in connection with the proposed acquisition transaction or additional
capital is raised through the sale of equity or convertible debt securities, the issuance of those securities could result in further
dilution to investors purchasing our Common Stock in this offering.
We
have issued a significant number of options, warrants and shares of convertible preferred stock and may continue to do so in the future.
The vesting and, if applicable, exercise of these securities and the sale of the shares of Common Stock issuable thereunder may dilute
your percentage ownership interest and may also result in downward pressure on the price of our Common Stock.
As
of the date of this prospectus supplement, we have issued and outstanding options to purchase 2,143,000 shares of our Common Stock with
a weighted average exercise price of $3.18, 465,000 restricted stock awards subject to vesting, 1,526,000 restricted stock units subject
to vesting, and warrants to purchase 5,463,715, shares of our Common Stock with a weighted average exercise price of $3.96 (excluding
the Warrants issued in connection with the offerings). Because the market for our Common Stock may be thinly traded, the sales and/or
the perception that those sales may occur, could adversely affect the market price of our Common Stock. Furthermore, the mere existence
of a significant number of shares of Common Stock issuable upon vesting and, if applicable, exercise of these securities may be perceived
by the market as having a potential dilutive effect, which could lead to a decrease in the price of our Common Stock.
While
we have entered into a non-binding letter of intent with the Target Company and have entered
into exclusive negotiations for an acquisition transaction therewith, we cannot assure you that the transactions contemplated by our
letter of intent will be consummated or, that if such transactions are consummated, they will be accretive to stockholder value.
On
August 25, 2020, we entered into a letter of intent with a biopharmaceutical company that is commercializing
a COVID-19 antiviral oral therapy pursuant to which we agreed to explore an acquisition transaction with the Target Company. Key
terms of the proposed transaction as stated in the letter of intent include: the completion
of a proposed $6.5M secured loan from us to the Target Company by August 31, 2021, as well as the issuance of such number of shares of
common stock of the Company that yields 50% of the number of our outstanding shares post-closing of the transaction. The acquisition
is subject to the satisfaction of numerous conditions, including satisfactory due diligence, the negotiation and execution of definitive
agreements and other closing conditions, including board and shareholder approval and approval by Nasdaq of the listing of shares proposed
to be issued in the transaction. The parties have agreed to an exclusivity period until September 30, 2021, with a view to settling the
definitive agreement. There is no guarantee that we will agree to terms or definitive documentation with the
Target Company in order to effect the proposed acquisition transaction. Further, even if we are able to agree to terms with the
Target Company for an acquisition transaction, there is no guarantee that the terms will be favorable to and approved by our stockholders,
that the transaction will be completed in the time frame or in the manner currently anticipated, or that we will recognize the anticipated
benefits of the transaction.
We
may engage in future acquisitions or strategic transactions, including the transaction with the Target Company, which may require us
to seek additional financing or financial commitments, increase our expenses and/or present significant distractions to our management.
As
described herein, we have recently entered into a letter of intent to merge the Company with a
biopharmaceutical company that is commercializing a COVID-19 antiviral oral therapy which enables us to conduct due diligence
and negotiate the terms of a definitive acquisition agreement. In the event we engage in an acquisition or strategic transaction, we
may need to acquire additional financing (particularly, if the acquired entity is not cash flow positive or does not have significant
cash on hand). Obtaining financing through the issuance or sale of additional equity and/or debt securities, if possible, may not be
at favorable terms and may result in additional dilution to our current stockholders. Additionally, any such transaction may require
us to incur non-recurring or other charges, may increase our near and long-term expenditures and may pose significant integration challenges
or disrupt our management or business, which could adversely affect our operations and financial results. For example, an acquisition
or strategic transaction may entail numerous operational and financial risks, including the risks outlined above and additionally:
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exposure
to unknown liabilities;
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disruption
of our business and diversion of our management’s time and attention in order to develop acquired products or technologies;
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higher
than expected acquisition and integration costs;
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write-downs
of assets or goodwill or impairment charges;
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increased
amortization expenses;
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difficulty
and cost in combining the operations and personnel of any acquired businesses with our operations and personnel;
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impairment
of relationships with key suppliers or customers of any acquired businesses due to changes in management and ownership; and
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inability
to retain key employees of any acquired businesses
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Accordingly,
although there can be no assurance that we will undertake or successfully complete any transactions of the nature described above, and
any transactions that we do complete could have a material adverse effect on our business, results of operations, financial condition
and prospects.
FORWARD-LOOKING
STATEMENTS
This
prospectus supplement, the accompanying prospectus and the other documents we have filed with the SEC that are incorporated herein by
reference contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities
Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). These statements may be identified by such forward-looking terminology as “may,” “should,” “expects,”
“intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,”
“potential,” “continue” or the negative of these terms or other comparable terminology. Our forward-looking statements
are based on a series of expectations, assumptions, estimates and projections about our company, are not guarantees of future results
or performance and involve substantial risks and uncertainty. We may not actually achieve the plans, intentions or expectations disclosed
in these forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed
in these forward-looking statements. Our business and our forward-looking statements involve substantial known and unknown risks and
uncertainties, including the risks and uncertainties inherent in our statements regarding:
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Our
plans to initiate clinical trials for our product candidates;
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Our
plans to research, develop and commercialize our product candidates;
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Our
ability to comply with the provisions of our license agreements with Loma Linda University and Leland Stanford Junior University;
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The
results of clinical testing and trial activities of our product candidates;
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Our
ability to obtain regulatory approval and market acceptance of, and reimbursement for our products;
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Our
ability to protect our intellectual property and to develop, maintain and enhance a strong brand;
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Our
ability to compete and succeed in a highly competitive and evolving industry;
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Our
lack of operating history on which to judge our business prospects and management;
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Our
ability to raise capital and the availability of future financing;
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Our
ability to manage our research, development, expansion, growth, and operating expenses;
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Our
reliance on third parties to conduct our research, preclinical studies and expected clinical trials;
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the
impacts of COVID-19, or other future pandemics on our business; and
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the
impact of government laws and regulation.
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All
of our forward-looking statements are as of the date of this prospectus only. In each case, actual results may differ materially from
such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct.
An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this prospectus
or included in our other public disclosures or our other periodic reports or other documents or filings filed with or furnished to the
SEC could materially and adversely affect our business, prospects, financial condition, and results of operations. Except as required
by law, we do not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans,
assumptions, estimates or projections or other circumstances affecting such forward-looking statements occurring after the date of this
prospectus, even if such results, changes, or circumstances make it clear that any forward-looking information will not be realized.
Any public statements or disclosures by us following this prospectus that modify or impact any of the forward-looking statements contained
in this prospectus will be deemed to modify or supersede such statements in this prospectus.
This
prospectus supplement may include market data and certain industry data and forecasts, which we may obtain from internal company surveys,
market research, consultant surveys, publicly available information, reports of governmental agencies and industry publications, articles,
and surveys. Industry surveys, publications, consultant surveys, and forecasts generally state that the information contained therein
has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. While
we believe that such studies and publications are reliable, we have not independently verified market and industry data from third-party
sources.
USE
OF PROCEEDS
We
expect that the net proceeds from the sale of the shares of common stock that we are offering will be approximately $10.1 million, after
deducting placement agent’s fees and estimated offering expenses payable by us. We intend to use the net proceeds from this offering
to fund a $6.5M loan to a biopharmaceutical company commercializing COVID-19 antiviral oral therapy,
and for general corporate and working capital purposes, including the purchase of fixed assets. We will only receive additional
proceeds from the exercise of the Warrants issuable in connection with the private placement if the Warrants are exercised and the holders
of such Warrants pay the exercise price in cash upon such exercise and do not utilize the cashless exercise provision of the Warrants.
DILUTION
Purchasers
of common stock in this offering will experience immediate dilution to the extent of the difference between the public offering price
per share of common stock and the net tangible book value per share of common stock immediately after this offering and the concurrent
private placement.
Our
net tangible book value as of June 30, 2021 was approximately $5.7 million, or $0.39 per share of common stock. Net tangible book value
per share is determined by dividing the net of total tangible assets less total liabilities, by the aggregate number of shares of common
stock outstanding as of June 30, 2021. After giving effect to the sale by us of 4,583,334 shares of common stock at the public offering
price of $2.40 per share of common stock, and after deducting the placement agent’s fees and estimated offering expenses, our net
tangible book value as of June 30, 2021 would have been approximately $15.8 million, or $0.82 per share of common stock. This represents
an immediate increase in net tangible book value of $0.43 per share to our existing stockholders and an immediate dilution of $1.58 per
share of common stock issued to the investors participating in this offering.
The
following table illustrates this per share dilution:
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Amount
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Public offering price per share
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$
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2.40
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Net tangible book value per share at June 30, 2021
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$
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0.39
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Increase in net tangible book value per share to the existing stockholders attributable to this offering
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$
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0.43
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Net tangible book value per share attributable to this offering
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$
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0.82
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Dilution per share to investors participating in this offering
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$
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1.58
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The
above table is based on 14,688,248 shares of common stock outstanding as of June 30, 2021 and excludes the shares of common stock issuable
upon exercise of the Warrants being offered by us in the concurrent private placement and also excludes:
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5,463,715
shares of common stock issuable upon the exercise of outstanding warrants as of that date having a weighted average exercise price
of $3.96 per share; and
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2,143,000
shares of our common stock issuable upon the exercise of outstanding option under
our 2017 Equity Incentive Plan, or the 2017 Plan.
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1,526,000
shares of our common stock subject to outstanding Restricted Stock Units under our 2021
Omnibus Equity Incentive Plan.
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1,005,748 shares of our common stock issued upon conversion of a Note originally issued in January 2021 at a weighted average
conversion price of $1.26 per share.
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To
the extent that any outstanding stock options, restricted stock units, warrants or shares of convertible preferred stock are converted
or exercised, new options are issued under our equity incentive plans and subsequently exercised or we issue additional shares of Common
Stock in the future, there will be further dilution to new investors participating in this offering.
PRIVATE
PLACEMENT TRANSACTION
Concurrently
with the closing of the sale of shares of common stock in this offering, we also expect to issue and sell to the investors, warrants
to purchase an aggregate of up to 4,583,334 shares of our common stock, at an initial exercise price equal to $2.53 per share.
Such
securities will be issued and sold without registration under the Securities Act, or state securities laws, in reliance on the exemptions
provided by Section 4(a)(2) of the Act and/or Regulation D promulgated thereunder and in reliance on similar exemptions under applicable
state laws. Accordingly, the investor may exercise those warrants and sell the underlying shares only pursuant to an effective registration
statement under the Securities Act covering the resale of those shares, an exemption under Rule 144 under the Securities Act, or another
applicable exemption under the Securities Act.
Exercisability.
Each Purchase Warrant shall be initially exercisable after the six-month anniversary of the issuance date and have a term of exercise
equal to five years from the initial exercise date, at which time any unexercised Warrants will expire and cease to be exercisable. The
Warrants will be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and,
at any time a registration statement registering the issuance of the shares of Common Stock underlying the Warrants under the Securities
Act is effective and available for the issuance of such shares, or an exemption from registration under the Securities Act is available
for the issuance of such shares, by payment in full in immediately available funds for the number of shares of Common Stock purchased
upon such exercise. Beginning six months from the closing date, if a registration statement registering the issuance of the shares of
Common Stock underlying the Warrants under the Securities Act is not effective or available, the holder may, in its sole discretion,
elect to exercise the Purchase Warrant through a cashless exercise, in which case the holder would receive upon such exercise the net
number of shares of Common Stock determined according to the formula set forth in the Purchase Warrant. No fractional shares of Common
Stock will be issued in connection with the exercise of a Purchase Warrant. In lieu of fractional shares, we will pay the holder an amount
in cash equal to the fractional amount multiplied by the exercise price.
Exercise
Limitation. A holder will not have the right to exercise any portion of the warrant if the holder (together with its affiliates)
would beneficially own in excess of 4.99% (or, upon election of the holder, 9.99%) of the number of shares of our Common Stock outstanding
immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrants.
However, any holder may increase or decrease such percentage, provided that any increase will not be effective until the 61st day after
such election.
Exercise
Price. The Warrants will have an exercise price of $2.53 per share. The exercise price is subject to appropriate adjustment in the
event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our
Common Stock and also upon any distributions of assets, including cash, stock or other property to our stockholders.
Transferability.
Subject to applicable laws, the Warrants may be offered for sale, sold, transferred or assigned without our consent.
Exchange
Listing. There is no established trading market for the Warrants and we do not expect a market to develop. In addition, we do not
intend to apply for the listing of the Warrants on any national securities exchange or other trading market. Without an active trading
market, the liquidity of the Warrants will be limited.
Fundamental
Transactions. If a fundamental transaction occurs, then the successor entity will succeed to, and be substituted for us, and may
exercise every right and power that we may exercise and will assume all of our obligations under the Warrants with the same effect as
if such successor entity had been named in the Purchase Warrant itself. If holders of our Common Stock are given a choice as to the securities,
cash or property to be received in a fundamental transaction, then the holder shall be given the same choice as to the consideration
it receives upon any exercise of the Purchase Warrant following such fundamental transaction.
Rights
as a Stockholder. Except as otherwise provided in the Warrants or by virtue of such holder’s ownership of shares of our Common
Stock, the holder of a Purchase Warrant does not have the rights or privileges of a holder of our Common Stock, including any voting
rights, until the holder exercises the Purchase Warrant.
Resale/Registration
Rights. We have agreed to use commercially reasonable efforts to file a registration statement within 30 days of the closing providing
for the resale of the shares of Common Stock issued and issuable upon the exercise of the Warrants.
PLAN
OF DISTRIBUTION
Pursuant to a placement agency agreement dated
August 25, 2021, we engaged Dawson James Securities, Inc., “Dawson” or the “placement agent”, to act as our exclusive
placement agent in connection with this offering of our shares of common stock pursuant to this prospectus supplement and accompanying
prospectus. Under the terms of the placement agreement, the placement agent agreed to be our exclusive placement agent, on a reasonable
best efforts basis, in connection with the issuance and sale by us of our shares of common stock in this takedown from our shelf registration
statement.
We
will enter into securities purchase agreements directly with investors in connection with this offering, and we will only sell to investors
who have entered into a securities purchase agreement. The terms of this offering were subject to market conditions and negotiations
between us, the placement agent and prospective investors. The securities purchase agreements do not give rise to any commitment by the
placement agent to purchase any of our shares of common stock or warrants, and the placement agent will have no authority to bind us
by virtue of the securities purchase agreements. Further, the placement agent does not guarantee that it will be able to raise new capital
in any prospective offering. The placement agent may engage sub-agents or selected dealers to assist with the offering.
Under
the securities purchase agreement, we will be precluded from engaging in equity or equity-linked securities offerings for a period of
30 days from closing of the offering, subject to certain exceptions.
In
addition, we have agreed with the investors that until the earlier of one year following the offering or the date on which no investor
holds any warrants, we will not effect or enter into an agreement to effect a “Variable Rate Transaction,” which means a
transaction in which we:
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issue
or sell any convertible securities either (A) at a conversion, exercise or exchange rate or other price that is based upon and/or varies
with the trading prices of, or quotations for, our common stock at any time after the initial issuance of such convertible securities,
or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of
such convertible securities or upon the occurrence of specified or contingent events directly or indirectly related to our business or
the market for our common stock; or
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enter
into any agreement (including, without limitation, an “equity line of credit”) whereby we may sell securities at a future
determined price (other than standard and customary “preemptive” or “participation” rights), provided that the
Company shall be permitted to enter into and utilize an at-the-market offering facility with a registered broker dealer as selling agent
commencing thirty (30) days following the closing of the offering.
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We
expect to deliver the shares of our common stock being offered pursuant to this prospectus supplement on or about August 30, 2021.
We have agreed to pay the placement agent a total
cash fee equal to 7.0% of the gross proceeds of this offering. We have also agreed to issue the placement agent a warrant to purchase
229,166 shares (5.0% of the number of shares sold in the offering) at an exercise price of 125% of public offering price in this offering
(or $3.00 per share) and to reimburse the placement agent at closing for expenses incurred by it in connection with the offering up to
a maximum of $50,000. The following table shows the per share and total cash placement agent’s fees we will pay to the placement
agent in connection with the sale of our shares of common stock offered pursuant to this prospectus supplement and the accompanying prospectus,
assuming the purchase of all of the shares offered hereby.
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Per share
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Total
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Public Offering Price
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$
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2.40
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$
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11,000,001.60
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Placement Agent Fees
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$
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0.17
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$
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770,000.11
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Proceeds, before expenses, to us
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$
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2.23
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$
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10,230,001.49
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We
have also agreed to pay Dawson a tail fee equal to the cash compensation set forth above if, at any time within twelve (12) months of
the consummation of this offering, we receive financing from any investor introduced to us by the placement agent.
We
estimate the total expenses payable by us for this offering will be approximately $110,000, which amount excludes the placement agent’s
fees and expenses.
We
have agreed to indemnify the placement agent and specified other persons against some civil liabilities, including liabilities under
the Securities Act, and the Securities Exchange Act of 1934, as amended, or the Exchange Act, and to contribute to payments that the
placement agent may be required to make in respect of such liabilities.
Lock-up
Agreements
Our
officers and directors have agreed with the representative to be subject to a lock-up period of 180 days following the date of this prospectus
supplement, subject to customary exceptions. This means that, during the applicable lock-up period, such persons may not offer for sale,
contract to sell, sell, distribute, grant any option, right or warrant to purchase, pledge, hypothecate or otherwise dispose of, directly
or indirectly, any shares of our Common Stock or any securities convertible into, or exercisable or exchangeable for, shares of our Common
Stock. Certain limited transfers are permitted during the lock-up period if the transferee agrees to these lock-up restrictions.
General
The
placement agent may be deemed to be an underwriters within the meaning of Section 2(a)(11) of the Securities Act, and any commissions
received by them and any profit realized on the resale of the shares sold by them while acting as principal might be deemed to be underwriting
discounts or commissions under the Securities Act. As an underwriter, the placement agent would be required to comply with the requirements
of the Securities Act and the Securities Exchange Act of 1934, as amended, or the Exchange Act, including, without limitation, Rule 415(a)(4)
under the Securities Act and Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of
purchases and sales of shares by the placement agent acting as principal. Under these rules and regulations, the placement agent:
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may
not engage in any stabilization activity in connection with our securities; and
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may
not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted
under the Exchange Act, until it has completed its participation in the distribution.
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This
prospectus supplement and the accompanying prospectus may be made available in electronic format on websites or through other online
services maintained by the placement agent or by an affiliate. Other than this prospectus supplement and the accompanying prospectus,
the information on the placement agent’s website and any information contained in any other website maintained by the placement
agent is not part of this prospectus supplement and the accompanying prospectus or the registration statement of which this prospectus
supplement and the accompanying prospectus form a part, has not been approved and/or endorsed by us or the placement agent, and should
not be relied upon by investors.
The
foregoing does not purport to be a complete statement of the terms and conditions of the placement agent agreement (or engagement agreement)
and the securities purchase agreement. A copy of the placement agent agreement and securities purchase agreement with the purchasers
is included as an exhibit to our Current Report on Form 8-K that will be filed with the SEC and incorporated by reference into the registration
statement of which this prospectus supplement and the accompanying prospectus form a part. See “Information Incorporated by Reference”
and “Where You Can Find More Information.”
No
action has been or will be taken in any jurisdiction (except in the United States) that would permit a public offering of the securities
offered by this prospectus supplement and accompanying prospectus, or the possession, circulation or distribution of this prospectus
supplement and accompanying prospectus or any other material relating to us or the securities offered hereby in any jurisdiction where
action for that purpose is required. Accordingly, the securities offered hereby may not be offered or sold, directly or indirectly, and
neither of this prospectus supplement and accompanying prospectus nor any other offering material or advertisements in connection with
the securities offered hereby may be distributed or published, in or from any country or jurisdiction except in compliance with any applicable
rules and regulations of any such country or jurisdiction. The placement agent may arrange to sell securities offered by this prospectus
supplement and accompanying prospectus in certain jurisdictions outside the United States, either directly or through affiliates, where
they are permitted to do so.
Our
Common Stock is traded on the Nasdaq Capital Market under the symbol “ADTX.”
LEGAL
MATTERS
The
validity of the shares of Common Stock offered by this prospectus supplement has been passed upon for us by Sheppard, Mullin, Richter & Hampton LLP. Schiff Hardin LLP, Washington, DC is acting as counsel for the placement agent in connection with the shares offered
hereby.
EXPERTS
dbbmckennon,
an independent registered public accounting firm, has audited our financial statements included in our Annual Report on Form 10-K for
the year ended December 31, 2020, as set forth in its report, which is incorporated by reference in this prospectus supplement and elsewhere
in the registration statement. Our financial statements are incorporated by reference in reliance on dbbmckennon’s report,
given on their authority as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the shares of Common Stock being
offered by this prospectus supplement and the accompanying prospectus. This prospectus supplement and the accompanying prospectus do
not contain all of the information in the registration statement and its exhibits. For further information with respect to us and the
Common Stock offered by this prospectus supplement and the accompanying prospectus, we refer you to the registration statement and its
exhibits. Statements contained in this prospectus supplement and the accompanying prospectus as to the contents of any contract or any
other document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract or other document
filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference.
We
are subject to the information and periodic reporting requirements of the Exchange Act, and we file periodic reports, proxy statements
and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements and other
information regarding issuers that file electronically with the SEC, including us. The SEC’s Internet site can be found at http://www.sec.gov.
We maintain a website at http://www.aditxt.com. You may access our annual reports on Form 10-K, current reports on Form 8-K and amendments
to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC free of charge at our website
as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information contained
in, or that can be accessed through, our website is not incorporated by reference in, and is not part of, this prospectus supplement.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to incorporate by reference the information and reports we file with it, which means that we can disclose important information
to you by referring you to these documents. The information incorporated by reference is an important part of this prospectus supplement.
We are incorporating by reference the documents listed below, which we have already filed with the SEC:
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our
Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 25, 2020 and amended on July 2, 2021;
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our
Current Reports on Form 8-K filed on January 26, 2021, February 26, 2021, March 24, 2021, May 3, 2021, May 10, 2021, May 25, 2021,
June 21, 2021, July 8, 2021, August 3, 2021 and August 30, 2021; and
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Our
Definitive Proxy Statement on Schedule 14A for our 2021 Annual Meeting of Stockholders, filed with the Commission on April
5, 2021
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The
description of our 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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We
also incorporate by reference all documents (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) that are subsequently filed by us with SEC pursuant to Sections 13(a), 13(c), 14,
or 15(d) of the Exchange Act prior to the termination of the offering of the securities made by this prospectus (including documents
filed after the date of the initial Registration Statement of which this prospectus is a part and prior to the effectiveness of the Registration
Statement). These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current
Reports on Form 8-K, as well as proxy statements.
Any
statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will
be deemed to be modified or superseded to the extent that a statement contained in this prospectus or any subsequently filed document
that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement
You
may request, and we will provide you with, a copy of these filings, at no cost, by calling us at (650) 870-1200 or by writing to us at
the following address:
Aditxt,
Inc.
737
N. Fifth Street, Suite 200
Richmond,
VA 23219
Attn.:
Secretary
This
prospectus supplement and the accompanying prospectus are part of a registration statement we filed with the SEC. We have incorporated
exhibits into this registration statement. You should read the exhibits carefully for provisions that may be important to you.
You
should rely only on the information incorporated by reference or provided in this prospectus supplement and the accompanying prospectus.
We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state
where the offer is not permitted. You should not assume that the information in this prospectus supplement and the accompanying prospectus
or in the documents incorporated by reference is accurate as of any date other than the date on the front of this prospectus supplement
or those documents.
PRELIMINARY
PROSPECTUS
Subject
to completion, dated July 2, 2021
Aditx
Therapeutics, Inc.
Common
Stock
Preferred
Stock
Debt
Securities
Warrants
Rights
Units
We
may offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, debt securities, warrants
to purchase common stock, preferred stock or debt securities, or any combination of the foregoing, either individually or as units comprised
of one or more of the other securities, having an aggregate initial offering price not exceeding $100,000,000.
This
prospectus provides a general description of the securities we may offer. Each time we sell a particular class or series of securities,
we will provide specific terms of the securities offered in a supplement to this prospectus. The prospectus supplement and any
related free writing prospectus may also add, update or change information contained in this prospectus. We may also authorize one or
more free writing prospectuses to be provided to you in connection with these offerings. You should read carefully this prospectus, the
applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference herein or
therein before you invest in any of our securities.
The
specific terms of any securities to be offered, and the specific manner in which they may be offered, will be described in one or more
supplements to this prospectus. This prospectus may not be used to consummate sales of any of these securities unless it is accompanied
by a prospectus supplement. Before investing, you should carefully read this prospectus and any related prospectus supplement.
Our common stock is presently
listed on The Nasdaq Capital Market under the symbol “ADTX.” On July 1, 2021, the last reported sale price of our common stock
was $2.65 per share. The applicable prospectus supplement will contain information, where applicable, as to any other listing on The Nasdaq
Capital Market or any securities market or other exchange of the securities, if any, covered by the prospectus supplement. Prospective
purchasers of our securities are urged to obtain current information as to the market prices of our securities, where applicable
These
securities may be sold directly by us, through dealers or agents designated from time to time, to or through underwriters, dealers, or
through a combination of these methods on a continuous or delayed basis. See “Plan of Distribution” in this
prospectus. We may also describe the plan of distribution for any particular offering of our securities in a prospectus supplement. If
any agents, underwriters or dealers are involved in the sale of any securities in respect of which this prospectus is being delivered,
we will disclose their names and the nature of our arrangements with them in a prospectus supplement. The price to the public of such
securities and the net proceeds we expect to receive from any such sale will also be included in a prospectus supplement.
Investing
in our securities involves various risks. See “Risk Factors” contained herein for more information on these
risks. Additional risks will be described in the related prospectus supplements under the heading “Risk Factors.” You
should review that section of the related prospectus supplements for a discussion of matters that investors in our securities should
consider.
Neither
the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities,
or passed upon the adequacy or accuracy of this prospectus or any accompanying prospectus supplement. Any representation to the
contrary is a criminal offense.
The date of this prospectus is , 2021.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or SEC, using a “shelf”
registration process. Under this shelf registration statement, we may sell from time to time in one or more offerings of common stock
and preferred stock, various series of debt securities and/or warrants to purchase any of such securities, either individually or as
units comprised of a combination of one or more of the other securities in one or more offerings up to a total dollar amount of $100,000,000.
This prospectus provides you with a general description of the securities we may offer. Each time we sell any type or series of securities
under this prospectus, we will provide a prospectus supplement that will contain more specific information about the terms of that offering.
This
prospectus does not contain all of the information included in the registration statement. For a more complete understanding of the offering
of the securities, you should refer to the registration statement, including its exhibits. We may add, update or change in a prospectus
supplement or free writing prospectus any of the information contained in this prospectus or in the documents we have incorporated by
reference into this prospectus. We may also authorize one or more free writing prospectuses to be provided to you that may contain material
information relating to these offerings. This prospectus, together with the applicable prospectus supplement, any related free writing
prospectus and the documents incorporated by reference into this prospectus and the applicable prospectus supplement, will include all
material information relating to the applicable offering. You should carefully read both this prospectus and the applicable prospectus
supplement and any related free writing prospectus, together with the additional information described under “Where You Can
Find More Information,” before buying any of the securities being offered.
We
have not authorized any dealer, agent or other person to give any information or to make any representation other than those contained
or incorporated by reference in this prospectus, any accompanying prospectus supplement or any related free writing prospectus that we
may authorize to be provided to you. You must not rely upon any information or representation not contained or incorporated by reference
in this prospectus or an accompanying prospectus supplement, or any related free writing prospectus that we may authorize to be provided
to you. This prospectus, the accompanying prospectus supplement and any related free writing prospectus, if any, do not constitute an
offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do
this prospectus, the accompanying prospectus supplement or any related free writing prospectus, if any, constitute an offer to sell or
the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation
in such jurisdiction. You should not assume that the information contained in this prospectus, any applicable prospectus supplement or
any related free writing prospectus is accurate on any date subsequent to the date set forth on the front of the document or that any
information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference
(as our business, financial condition, results of operations and prospects may have changed since that date), even though this prospectus,
any applicable prospectus supplement or any related free writing prospectus is delivered or securities are sold on a later date.
We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document
that is incorporated by reference in this prospectus were made solely for the benefit of the parties to such agreement, including, in
some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly,
such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
This
prospectus may not be used to consummate sales of our securities, unless it is accompanied by a prospectus supplement. To the extent
there are inconsistencies between any prospectus supplement, this prospectus and any documents incorporated by reference, the document
with the most recent date will control.
As
permitted by the rules and regulations of the SEC, the registration statement, of which this prospectus forms a part, includes additional
information not contained in this prospectus. You may read the registration statement and the other reports we file with the SEC at the
SEC’s web site or at the SEC’s offices described below under the heading “Where You Can Find More Information.”
Company
References
In
this prospectus “the Company,” “we,” “us,” and “our” refer to Aditx Therapeutics, Inc.,
a Delaware corporation, and its subsidiaries, unless the context otherwise requires.
OUR
BUSINESS
Overview
We
are a biotech innovation company with a mission of prolonging life and enhancing its quality by improving the health of the immune system.
We
are developing biotechnologies specifically focused on improving the health of the immune system through immune reprogramming and monitoring.
Our immune reprogramming technologies are currently at the pre-clinical stage and are designed to retrain the immune system to induce
tolerance with an objective of addressing rejection of transplanted organs, autoimmune diseases, and allergies. Our immune monitoring
technologies are designed to provide a personalized comprehensive profile of the immune system and we plan to utilize them in our upcoming
reprogramming clinical trials to monitor subjects’ immune response before, during and after drug administration.
Our
Business
We
are a biotech innovation company with a mission of prolonging life and enhancing its quality by improving the health of the immune system.
Our immune reprogramming technology is currently at the pre-clinical stage and designed to retrain the immune system to induce tolerance
with an objective of addressing rejection of transplanted organs, autoimmune diseases, and allergies. Our immune monitoring technology
is designed to provide a personalized comprehensive profile of the immune system and we plan to utilize it in our upcoming clinical trials
to monitor subjects’ immune response before, during and after drug administration.
Immune
Reprogramming
The
discovery of immunosuppressive (anti-rejection and monoclonal) drugs over 40 years ago has made possible life-saving organ transplantation
procedures and blocking of unwanted immune responses in autoimmune diseases. However, immune suppression leads to significant undesirable
side effects, such as increased susceptibility to life-threatening infections and cancers, because it indiscriminately and broadly suppresses
immune function throughout the body. While the use of these drugs has been justifiable because they prevent or delay organ rejection,
their use for treatment of autoimmune diseases and allergies may not be acceptable because of the above-mentioned side effects. Furthermore,
transplanted organs often ultimately fail despite the use of immune suppression, and about 40% of transplanted organs survive no more
than 5 years.
New,
focused therapeutic approaches are needed to modulate only the small portion of immune cells that are involved in rejection of the transplanted
organ, as this approach can be safer for patients than indiscriminate immune suppression. Such approaches are referred to as immune
tolerance, and when therapeutically induced, may be safer for patients and also potentially allow long-term survival of transplanted
tissues and organs.
In
the late 1990s, academic research on these approaches was conducted at the Transplant Center in Loma Linda University (“LLU”)
in connection with a project that secured initial grant funding from the U.S. Department of Defense. The focus of that project was
for skin grafting for burn victims. Twenty years of research at LLU and an affiliated incubator led to a series of discoveries that
have been translated into a large patent portfolio of therapeutic approaches that may be applied to the modulation of the immune system
in order to induce tolerance to self and transplanted organs.
We
have an exclusive worldwide license for commercializing this nucleic acid-based technology (which is currently at the pre-clinical stage),
named Apoptotic DNA Immunotherapy™ (ADi™), which utilizes a novel approach that mimics the way the body naturally induces
tolerance to our own tissues (“therapeutically induced immune tolerance”). While immune suppression requires continuous administration
to prevent rejection of a transplanted organ, induction of tolerance has the potential to retrain the immune system to accept the organ
for longer periods of time. Thus, ADi™ may allow patients to live with transplanted organs with significantly reduced immune suppression.
ADi™ is a technology platform which we believe can be engineered to address a wide variety of indications.
We
are developing ADi™ products for organ transplantation including skin grafting, autoimmune diseases, and allergies. Our initial
focus will be on skin allografts and psoriasis, as we believe these indications will be most efficient in providing safety and efficacy
data in clinical trials. To submit a Biologics License Application (“BLA”) for a biopharmaceutical product, clinical safety
and efficacy must be demonstrated in a series of clinical studies conducted with human subjects. For products in our class of drugs,
the first-in-human trials will be a combination of Phase I (safety/tolerability) and Phase II (efficacy) in affected subjects. To obtain
approval to initiate the Phase I/IIa studies, an Investigational New Drug Application will be submitted to compile non-clinical efficacy
data as well as manufacturing and pre-clinical safety/toxicology data. To date, we have conducted non-clinical studies in a stringent
model of skin transplantation using genetically mismatched donor and recipient animals demonstrating a 3-fold increase in the survival
of the skin graft in animals that were tolerized with ADi™ compared to animals that receive immune suppression alone. Prolongation
of graft life was observed despite discontinuation of immune suppression after the first 5 weeks. Additionally, in an induced non-clinical
model for psoriasis, ADi™ treatment resulted in a 69% reduction in skin thickness and a 38% decrease in skin flaking (two clinical
parameters for assessment of psoriasis skin lesions). The Phase I/IIa studies in psoriasis will evaluate the safety/tolerability of ADi™
in patients diagnosed with psoriasis. Since the drug will be administered in subjects diagnosed with psoriasis, effectiveness of the
drug to improve psoriatic lesions will also be evaluated. In another Phase I/IIa study, patients requiring skin allografts will receive
weekly intra-dermal injections of ADi™ in combination with standard immune suppression to assess safety/tolerability and possibility
of reducing levels of immunosuppressive drugs as well as prolongation of graft life. Later phase trials are planned after successful
completion of these studies in preparation for submission for a BLA to regulatory agencies.
Immune
Monitoring
We
believe that understanding the status of an individual’s immune system is key to developing and administering immunotherapies such
as ADi™. We have secured an exclusive worldwide license for commercializing a technology platform which provides a personalized
comprehensive profile of the immune system. It is intended to be informative for individual immune responses to viruses, bacterial antigens,
peptides, drugs, bone marrow and solid organ transplants, and cancer. It has broad applicability to many other agents of clinical interest
impacting the immune system, including those not yet identified such as future infectious agents. We plan to brand this technology, and
other future licensed and/or in-house developed monitoring technologies collectively as AditxtScore™.
AditxtScore™
is being designed to allow individuals to understand, manage and monitor their immune profiles in order to be informed about attacks
on or by their immune system. We believe AditxtScore™ can also assist the medical community in anticipating possible immune responses
and reactions to viruses, bacteria, allergens and transplanted organs. It can be useful in anticipating attacks on the body by having
the ability to determine its potential response and for developing a plan to deal with an undesirable reaction by the immune system.
Its advantages include the ability to provide a simple, rapid, accurate, high throughput, single platform assay that can be multiplexed
to determine the immune status with respect to several factors simultaneously, in 3-16 hours, as well as detect antigen and antibody
in a single test (i.e. infectious, recovered, immune). In addition, it can determine and differentiate between various types of cellular
and humoral immune responses (T and B cells). It also provides for simultaneous monitoring of cell activation and levels of cytokine
release (i.e., cytokine storms).
We
plan to utilize AditxtScore™ in our upcoming clinical trials to monitor subjects’ immune response before, during and after
ADi™ drug administration. We are working with regulatory consultants with the objective to obtain FDA approval for AditxtScore™
as a clinical assay. We are currently securing marketing and distribution partnerships for application of AditxtScore™ in the infectious
diseases market. To obtain FDA approval to use AditxtScore™ as a clinical assay, we are performing validation studies to demonstrate
AditxtScore™’s utility to evaluate various components of the immune system reproducibly. We believe that these data will
show AditxtScore™’s ability to measure various components of the immune system (e.g. humoral and cell-mediated immune responses)
to provide a broader view of the immune system and its status in health and disease. Our plan is to submit a 510(K) application to the
FDA after compilation of these data. Beyond infectious diseases, we plan to develop AditxtScore™ for applications in additional
markets such as organ rejection, allergies, drug/vaccine response, and disease susceptibility.
In
August 2020, we filed for an Emergency Use Authorization (EUA) with the FDA with the ultimate objective of filing a 510(K) application.
In the meantime, we are providing AditxtScore™ as a service as a Laboratory Developed Test (LDT) to assess immunity status to COVID-19.
In
early 2021, we established our AditxtScore™ Immune Monitoring Center in Richmond, Virginia (the “Center”). The Center
operates as a Clinical Laboratory Improvement Amendments (CLIA) certified facility for the processing of our AditxtScore™ for COVID-19
Lab Developed Test (LDT) for our prospective channel partners, including labs and hospitals.
License
Agreement with Loma Linda University
On
March 8, 2018, we entered into an Assignment Agreement (the “Assignment Agreement”) with Sekris Biomedical, Inc. (“Sekris”).
Sekris was a party to a License Agreement with Loma Linda University (“LLU”), entered into and made effective on May 25,
2011, and amended on June 24, 2011, July 16, 2012 and December 27, 2012 (the “Original Agreement,” and together with the
Assignment Agreement, the “Sekris Agreements”). Pursuant to the Assignment Agreement, Sekris transferred and assigned all
of its rights and obligations in and to and liabilities under the Original Agreement, of whatever kind or nature, to us. In exchange,
on March 8, 2018, we issued a warrant to Sekris to purchase up to 500,000 shares of our common stock (the “Sekris Warrant”).
The warrant was immediately exercisable and has an exercise price of $4.00 per share. The expiration date of the warrant is March 8,
2023. On March 15, 2018, as amended on July 1, 2020, we entered into a LLU License Agreement directly with Loma Linda University, which
amends and restates the Sekris Agreements.
Pursuant
to the LLU License Agreement, we obtained the exclusive royalty-bearing worldwide license in and to all intellectual property, including
patents, technical information, trade secrets, proprietary rights, technology, know-how, data, formulas, drawings, and specifications,
owned or controlled by LLU and/or any of its affiliates (the “LLU Patent and Technology Rights”) and related to therapy for
immune-mediated inflammatory diseases (the ADi™ technology). In consideration for the LLU License Agreement, we issued 25,000 shares
of common stock to LLU.
Pursuant
to the LLU License Agreement, we are required to pay an annual license fee to LLU. Also, we paid LLU $455,000 in July 2020 for
outstanding milestone payments and license fees. We are also required to pay to LLU milestone payments in connection with certain
development milestones. Specifically, we are required to make the following milestone payments: $175,000 on March 31, 2022; $100,000
on March 31, 2024; $500,000 on March 31, 2026; and $500,000 on March 31, 2027. Additionally, as consideration for prior expenses
incurred by LLU to prosecute, maintain and defend the LLU Patent and Technology Rights, we made the following payments to LLU:,
$70,000 due at the end of December 2018, and a final payment of $60,000 due at the end of March 2019. We are required to defend the
LLU Patent and Technology Rights during the term of the LLU License Agreement. Additionally, we will owe royalty payments of (i)
1.5% of Net Product Sales and Net Service Sales on any Licensed Products (defined as any finished pharmaceutical products which
utilizes the LLU Patent and Technology Rights in its development, manufacture or supply), and (ii) 0.75% of Net Product Sales and
Net Service Sales for Licensed Products and Licensed Services not covered by a valid patent claim for technology rights and know-how
for a three (3) year period beyond the expiration of all valid patent claims. We also are required to produce a written progress
report to LLU, discussing our development and commercialization efforts, within 45 days following the end of each year. All
intellectual property rights in and to LLU Patent and Technology Rights shall remain with LLU (other than improvements developed by
or on our behalf).
The
LLU License Agreement shall terminate on the last day that a patent granted in to us by LLU is valid and enforceable or the day that
the last patent application licensed to us is abandoned. The LLU License Agreement may be terminated by mutual agreement or by us upon
90 days written notice to LLU. LLU may terminate the LLU License Agreement in the event of (i) non-payments or late payments of royalty,
milestone and license maintenance fees not cured within 90 days after delivery of written notice by LLU, (ii) a breach of any non-payment
provision (including the provision that requires us to meet certain deadlines for milestone events (each, a “Milestone Deadline”))
not cured within 90 days after delivery of written notice by LLU and (iii) LLU delivers notice to us of three or more actual breaches
of the LLU License Agreement by us in any 12-month period. Additional Milestone Deadlines include: (i) the requirement to have regulatory
approval of an IND application to initiate a first-in-human clinical trials on or before March 31, 2022, (ii) the completion of first-in-human
(phase I/II) clinical trials by March 31, 2024, (iii) the completion of Phase III clinical trials by March 31, 2026 and (iv) biologic
licensing approval by the FDA by March 31, 2027.
License
Agreement with Leland Stanford Junior University (“Stanford”)
On
February 3, 2020, we entered into an exclusive license agreement (the “February 2020 License Agreement”) with Stanford with
regard to a patent concerning a method for detection and measurement of specific cellular responses. Pursuant to the February 2020 License
Agreement, we received an exclusive worldwide license to Stanford’s patent with regard to use, import, offer, and sale of Licensed
Products (as defined in the agreement). The license to the patented technology is exclusive, including the right to sublicense, beginning
on the effective date of the agreement and ending when the patent expires. Under the exclusivity agreement, we acknowledged that Stanford
had already granted a non-exclusive license in the Nonexclusive Field of Use, under the Licensed Patents in the Licensed Field of Use
in the Licensed Territory (as those terms are defined in the February 2020 License Agreement”). However, Stanford agreed to not
grant further licenses under the Licensed Patents in the Licensed Field of Use in the Licensed Territory.
We
were obligated to pay and paid a fee of $25,000 to Stanford within 60 days of February 3, 2020. We also issued 18,750 shares of the Company’s
common stock to Stanford. An annual licensing maintenance fee is payable by us on the first anniversary of the February 2020 License
Agreement in the amount of $40,000 for 2021 through 2024 and $60,000 starting in 2025 until the license expires upon the expiration of
the patent. The Company is required to pay and has paid $25,000 for the issuances of certain patents. The Company will pay milestone
fees of $50,000 on the first commercial sales of a licensed product and $25,000 at the beginning of any clinical study for regulatory
clearance of an in vitro diagnostic product developed and a potential licensed product. We are also required to: (i) provide a listing
of the management team or a schedule for the recruitment of key management positions by March 31, 2020 (which has been completed), (ii)
provide a business plan covering projected product development, markets and sales forecasts, manufacturing and operations, and financial
forecasts until at least $10,000,000 in revenue by June 30, 2020 (which has been completed), conduct validation studies by September
30, 2020 (which has been completed), (iv) hold a pre-submission meeting with the FDA by September 30, 2020 (which has been completed),
(v) submit a 510(k) application to the FDA, Emergency Use Authorization (“EUA”), or a Laboratory Developed Test (“LDT”)
by March 31, 2021, (vi) obtain FDA approval by December 31, 2021, (vii) complete a prototype assay kit by December 31, 2021, and (viii)
have a written agreement with Stanford on further development and commercialization milestones for specific fields of use by December
31, 2021.
In
addition to the annual license maintenance fees outlined above, we will pay Stanford royalties on Net Sales (as such term is defined
in the February 2020 License Agreement) during the of the term of the agreement as follows: 4% when Net Sales are below or equal to $5
million annually or 6% when Net Sales are above $5 million annually. The February 2020 License Agreement may be terminated upon our election
on at least 30 days advance notice to Stanford, or by Stanford if we: (i) are delinquent on any report or payment; (ii) are not diligently
developing and commercializing Licensed Product; (iii) miss certain performance milestones; (iv) are in breach of any provision of the
February 2020 License Agreement; or (v) provide any false report to Stanford. Should any events in the preceding sentence occur, we have
a thirty (30) day cure period to remedy such violation.
Our
Team
We
have assembled a team of experts coming from a variety of different scientific fields and commercial backgrounds, with a collective experience
that range from founding startup biotech companies, to developing and marketing biopharmaceutical products, to designing clinical trials,
and management of private and public companies.
Recent
Developments
January
2021 Private Placement of Notes and Warrants
On
January 25, 2021 (the “Closing Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”)
with an institutional accredited investor (the “Investor”) for the offering, sale, and issuance (the “Offering”)
by the Company of the Note (a $6,000,000 senior secured convertible promissory note). Concurrently with the sale of the Note, pursuant
to the Purchase Agreement, the Company also issued the January 2021 Warrants to the Investor to purchase up to 800,000 shares (the “January
2021 Warrant Shares”) of the Company’s common stock. As a result of the Offering, the Company received aggregate gross proceeds
of $5,000,000.
The
Note has a twenty-four month term and is convertible at the option of the Investor at any time prior to maturity in shares of Common
Stock (the “Conversion Shares”) at an initial conversion price of $4.00 per share, subject to adjustment under certain circumstances.
The Note amortizes in nineteen (19) equal monthly installments (the “Installment Payments”) starting the first day of the
sixth month after the Closing Date (each, an “Installment Date”). At the Company’s option, Installment Payments may
be made in cash or in shares of the Company’s common stock. If the Company elects to repay in cash, the amount payable shall be
105% of the applicable Installment Payment. If the Company elects to repay in shares of common stock, the shares shall be priced at the
lowest of (i) the Conversion Price then in effect, and (ii) the greater of (x) the Floor Price (as defined in the Note) and (y) the lower
of 90% of the lowest volume weighted average price (VWAP) of the common stock for each of the five (5) Trading Days (as such term is
defined in the Note) ending and including the Trading Day immediately prior to the applicable Installment Date.
All
Installment Payments are subject to the Investor’s right to (a) defer some or all of any Installment Payment to a subsequent Installment
Date or (b) to convert an additional Installment Payment of the Note at the then-current Installment Price until the next Installment
Date. Upon the occurrence of an Event of Default or a Change of Control (as such terms are defined in the Note), the Note is subject
to redemption by the Investor. The Company is prohibited from effecting a conversion of the Note to the extent that, as a result of such
exercise, the Investor, together with the its affiliates, would beneficially own more than 4.99% of the number of shares of common stock
of the Company outstanding immediately after giving effect to the issuance of the such shares, which beneficial ownership limitation
may be increased by Investor up to, but not exceeding, 9.99%.
The
January 2021 Warrants are immediately exercisable for a period of three (3) years at an exercise price of $4.00 per share, subject to
adjustment. After a period of one hundred eight (180) days, if a registration statement covering the resale of the shares of common stock
underlying the January 2021 Warrants is not effective, the holder may exercise the January 2021 Warrant by means of a cashless exercise.
The Company is prohibited from effecting an exercise of the January 2021 Warrants to the extent that, as a result of such exercise, the
holder of the January 2021 Warrants together with the holder’s affiliates, would beneficially own more than 4.99% of the number
of shares of common stock of the Company outstanding immediately after giving effect to the issuance of the such shares, which beneficial
ownership limitation may be increased by the holder up to, but not exceeding, 9.99%.
Additionally,
until the earlier of the (i) one year anniversary the Closing Date, and (ii) such time as less than $2 million of aggregate Principal
Amount (as such term is defined in the Note) of the Note remains outstanding, the Company is prohibited from effecting or entering into
an agreement to effect any issuance of securities involving a Variable Rate Transaction (as such term is defined in the Purchase Agreement).
The
Securities We May Offer
We
may offer shares of our common stock and preferred stock, various series of debt securities and warrants or rights to purchase any of
such securities, either individually or in units, from time to time under this prospectus, together with any applicable prospectus supplement
and related free writing prospectus, at prices and on terms to be determined by market conditions at the time of offering. If we issue
any debt securities at a discount from their original stated principal amount, then, for purposes of calculating the total dollar amount
of all securities issued under this prospectus, we will treat the initial offering price of the debt securities as the total original
principal amount of the debt securities. Each time we offer securities under this prospectus, we will provide offerees with a prospectus
supplement that will describe the specific amounts, prices and other important terms of the securities being offered, including, to the
extent applicable:
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or exchange prices or rates, if any, and, if applicable, any provisions for changes to or adjustments in the conversion or exchange
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A
prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update, or change
information contained in this prospectus or in documents we have incorporated by reference. However, no prospectus supplement or free
writing prospectus will offer a security that is not registered and described in this prospectus at the time of the effectiveness of
the registration statement of which this prospectus is a part.
We
may sell the securities to or through underwriters, dealers or agents or directly to purchasers. We, as well as any agents acting on
our behalf, reserve the sole right to accept and to reject in whole or in part any proposed purchase of securities. Each prospectus supplement
will set forth the names of any underwriters, dealers or agents involved in the sale of securities described in that prospectus supplement
and any applicable fee, commission or discount arrangements with them, details regarding any over-allotment option granted to them, and
net proceeds to us. The following is a summary of the securities we may offer with this prospectus.
Common
Stock
We currently have authorized 100,000,000
shares of common stock, par value $0.001 per share. As of July 1, 2021, 14,688,248 shares of common stock were issued and outstanding.
We may offer shares of our common stock either alone or underlying other registered securities convertible into or exercisable for our
common stock. Holders of our common stock are entitled to such dividends as our board of directors (the “Board of Directors”
or “Board”) may declare from time to time out of legally available funds, subject to the preferential rights of the holders
of any shares of our preferred stock that are outstanding or that we may issue in the future. Currently, we do not pay any dividends on
our common stock. Each holder of our common stock is entitled to one vote per share. In this prospectus, we provide a general description
of, among other things, the rights and restrictions that apply to holders of our common stock.
Preferred
Stock
We
currently have authorized 3,000,000 shares of preferred stock, par value $0.001 per share. There are currently no shares of preferred
stock outstanding. Any authorized and undesignated shares of preferred stock may be issued from time to time in one or more additional
series pursuant to a resolution or resolutions providing for such issue duly adopted by our Board of Directors (authority to do so being
hereby expressly vested in the Board of Directors). The Board of Directors is further authorized, subject to limitations prescribed by
law, to fix by resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions
thereof, of any wholly unissued series of preferred stock, including without limitation authority to fix by resolution or resolutions
the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions),
redemption price or prices, and liquidation preferences of any such series, and the number of shares constituting any such series and
the designation thereof, or any of the foregoing.
The
rights, preferences, privileges, and restrictions granted to or imposed upon any series of preferred stock that we offer and sell under
this prospectus and applicable prospectus supplements will be set forth in a certificate of designation relating to the series. We will
incorporate by reference into the registration statement of which this prospectus is a part the form of any certificate of designation
that describes the terms of the series of preferred stock we are offering before the issuance of shares of that series of preferred stock.
You should read any prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the
series of preferred stock being offered, as well as the complete certificate of designation that contains the terms of the applicable
series of preferred stock.
Debt
Securities
We
may offer general debt obligations, which may be secured or unsecured, senior or subordinated, and convertible into shares of our common
stock. In this prospectus, we refer to the senior debt securities and the subordinated debt securities together as the “debt securities.”
We may issue debt securities under a note purchase agreement or under an indenture to be entered between us and a trustee and forms of
the senior and subordinated indentures are included as an exhibit to the registration statement of which this prospectus is a part. The
indentures do not limit the amount of securities that may be issued under it and provides that debt securities may be issued in one or
more series. The senior debt securities will have the same rank as all of our other indebtedness that is not subordinated. The subordinated
debt securities will be subordinated to our senior debt on terms set forth in the applicable prospectus supplement. In addition, the
subordinated debt securities will be effectively subordinated to creditors and preferred stockholders of our subsidiaries. Our Board
of Directors will determine the terms of each series of debt securities being offered. This prospectus contains only general terms and
provisions of the debt securities. The applicable prospectus supplement will describe the particular terms of the debt securities offered
thereby. You should read any prospectus supplement and any free writing prospectus that we may authorize to be provided to you related
to the series of debt securities being offered, as well as the complete note agreements and/or indentures that contain the terms of the
debt securities. Forms of indentures have been filed as exhibits to the registration statement of which this prospectus is a part, and
supplemental indentures and forms of debt securities containing the terms of debt securities being offered will be incorporated by reference
into the registration statement of which this prospectus is a part from reports we file with the SEC.
Warrants
We
may offer warrants for the purchase of shares of our common stock or preferred stock or of debt securities. We may issue the warrants
by themselves or together with common stock, preferred stock or debt securities, and the warrants may be attached to or separate from
any offered securities. Any warrants issued under this prospectus may be evidenced by warrant certificates. Warrants may be issued
under a separate warrant agreement to be entered into between us and the investors or a warrant agent. Our Board of Directors will determine
the terms of the warrants. This prospectus contains only general terms and provisions of the warrants. The applicable prospectus supplement
will describe the particular terms of the warrants being offered thereby. You should read any prospectus supplement and any free writing
prospectus that we may authorize to be provided to you related to the series of warrants being offered, as well as the complete warrant
agreements that contain the terms of the warrants. Specific warrant agreements will contain additional important terms and provisions
and will be incorporated by reference into the registration statement of which this prospectus is a part from reports we file with the
SEC.
Rights
We
may issue rights to our stockholders to purchase shares of our common stock, preferred stock or the other securities described in this
prospectus. We may offer rights separately or together with one or more additional rights, debt securities, preferred stock, common stock
or warrants, or any combination of those securities in the form of units, as described in the applicable prospectus supplement. Each
series of rights will be issued under a separate rights agreement to be entered into between us and a bank or trust company, as rights
agent. The rights agent will act solely as our agent in connection with the certificates relating to the rights of the series of certificates
and will not assume any obligation or relationship of agency or trust for or with any holders of rights certificates or beneficial owners
of rights. The following description sets forth certain general terms and provisions of the rights to which any prospectus supplement
may relate. The particular terms of the rights to which any prospectus supplement may relate and the extent, if any, to which the general
provisions may apply to the rights so offered will be described in the applicable prospectus supplement. To the extent that any particular
terms of the rights, rights agreement or rights certificates described in a prospectus supplement differ from any of the terms described
below, then the terms described below will be deemed to have been superseded by that prospectus supplement. Specific rights agreements
will contain additional important terms and provisions and will be incorporated by reference into the registration statement of which
this prospectus is a part from reports we file with the SEC.
Units
We
may offer units consisting of our common stock or preferred stock, debt securities and/or warrants to purchase any of these securities
in one or more series. We may evidence each series of units by unit certificates that we will issue under a separate agreement. We may
enter into unit agreements with a unit agent. Each unit agent will be a bank or trust company that we select. We will indicate the name
and address of the unit agent in the applicable prospectus supplement relating to a particular series of units. This prospectus contains
only a summary of certain general features of the units. The applicable prospectus supplement will describe the particular features of
the units being offered thereby. You should read any prospectus supplement and any free writing prospectus that we may authorize to be
provided to you related to the series of units being offered, as well as the complete unit agreements that contain the terms of the units.
Specific unit agreements will contain additional important terms and provisions and will be incorporated by reference into the registration
statement of which this prospectus is a part from reports we file with the SEC.
Corporate
Information
We
were incorporated as a Delaware corporation on September 28, 2017. Our principal executive offices are located at 2569 Wyandotte St.,
Suite 101, Mountain View, CA 94043, and our telephone number is (650) 870-1200. Our website address is www.aditxt.com. The information
contained on our website is not incorporated by reference into this prospectus, and you should not consider any information contained
on, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase our securities.
RISK
FACTORS
An
investment in our securities involves a high degree of risk. This prospectus contains, and the prospectus supplement applicable to each
offering of our securities will contain, a discussion of the risks applicable to an investment in our securities. Prior to making a decision
about investing in our securities, you should carefully consider the specific factors discussed under the heading “Risk Factors”
in this prospectus and the applicable prospectus supplement, together with all of the other information contained or incorporated by
reference in the prospectus supplement or appearing or incorporated by reference in this prospectus. You should also consider the risks,
uncertainties and assumptions discussed under Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for
the fiscal year ended December 31, 2020, filed with the SEC on March 25, 2021, and any updates described in our Quarterly Reports on
Form 10-Q, all of which are incorporated herein by reference, and may be amended, supplemented or superseded from time to time by
other reports we file with the SEC in the future and any prospectus supplement related to a particular offering. The risks and uncertainties
we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem
immaterial may also affect our operations. The occurrence of any of these known or unknown risks might cause you to lose all or part
of your investment in the offered securities.
FORWARD-LOOKING
STATEMENTS
This
prospectus and any accompanying prospectus supplement, including the documents that we incorporate by reference, contains forward-looking
statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities
Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements may
be identified by such forward-looking terminology as “may,” “should,” “expects,” “intends,”
“plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,”
“continue” or the negative of these terms or other comparable terminology. Our forward-looking statements are based on a
series of expectations, assumptions, estimates and projections about our company, are not guarantees of future results or performance
and involve substantial risks and uncertainty. We may not actually achieve the plans, intentions or expectations disclosed in these forward-looking
statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking
statements. Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including
the risks and uncertainties inherent in our statements regarding:
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Our plans to
initiate clinical trials for our product candidates;
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Our plans to research,
develop and commercialize our product candidates;
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Our ability
to comply with the provisions of our license agreements with Loma Linda University and Leland Stanford Junior University;
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The results
of clinical testing and trial activities of our product candidates;
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Our ability
to obtain regulatory approval and market acceptance of, and reimbursement for our products;
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Our ability
to protect our intellectual property and to develop, maintain and enhance a strong brand;
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Our ability
to compete and succeed in a highly competitive and evolving industry;
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Our lack of
operating history on which to judge our business prospects and management;
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Our ability
to raise capital and the availability of future financing;
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Our ability
to manage our research, development, expansion, growth, and operating expenses;
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Our reliance
on third parties to conduct our research, preclinical studies and expected clinical trials;
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the impacts
of COVID-19, or other future pandemics on our business; and
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the impact
of government laws and regulation.
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All
of our forward-looking statements are as of the date of this prospectus only. In each case, actual results may differ materially from
such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct.
An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this prospectus
or included in our other public disclosures or our other periodic reports or other documents or filings filed with or furnished to the
U.S. Securities and Exchange Commission (the “SEC”) could materially and adversely affect our business, prospects, financial
condition, and results of operations. Except as required by law, we do not undertake or plan to update or revise any such forward-looking
statements to reflect actual results, changes in plans, assumptions, estimates or projections or other circumstances affecting such forward-looking
statements occurring after the date of this prospectus, even if such results, changes, or circumstances make it clear that any forward-looking
information will not be realized. Any public statements or disclosures by us following this prospectus that modify or impact any of the
forward-looking statements contained in this prospectus will be deemed to modify or supersede such statements in this prospectus.
This
prospectus may include market data and certain industry data and forecasts, which we may obtain from internal company surveys, market
research, consultant surveys, publicly available information, reports of governmental agencies and industry publications, articles, and
surveys. Industry surveys, publications, consultant surveys, and forecasts generally state that the information contained therein has
been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. While we
believe that such studies and publications are reliable, we have not independently verified market and industry data from third-party
sources.
USE
OF PROCEEDS
Except
as described in any prospectus supplement and any free writing prospectus in connection with a specific offering, we currently intend
to use the net proceeds from the sale of the securities offered under this prospectus for research and development and for other general
corporate and working capital purposes. We may also use the net proceeds to repay any debts and/or invest in or acquire additional businesses,
products, or technologies on an opportunistic basis, although we have no current commitments with respect to any such investments or
acquisitions as of the date of this prospectus. We have not determined the amount of net proceeds to be used specifically for the foregoing
purposes. As a result, our management will have broad discretion in the allocation of the net proceeds and investors will be relying
on the judgment of our management regarding the application of the proceeds of any sale of the securities. Pending use of the net proceeds,
we intend to invest the proceeds in short-term, investment-grade, interest-bearing instruments.
Each
time we offer securities under this prospectus, we will describe the intended use of the net proceeds from that offering in the applicable
prospectus supplement. The actual amount of net proceeds we spend on a particular use will depend on many factors, including, our future
capital expenditures, the amount of cash required by our operations, and our future revenue growth, if any. Therefore, we will retain
broad discretion in the use of the net proceeds.
DESCRIPTION
OF CAPITAL STOCK
General
The
following description of our capital stock, together with any additional information we include in any applicable prospectus supplement
or any related free writing prospectus, summarizes the material terms and provisions of our common stock and the preferred stock that
we may offer under this prospectus. While the terms we have summarized below will apply generally to any future common stock or preferred
stock that we may offer, we will describe the particular terms of any class or series of these securities in more detail in the applicable
prospectus supplement. For the complete terms of our common stock and preferred stock, please refer to our Amended and Restated Certificate
of Incorporation, as amended and restated (the “Certificate of Incorporation”) and our bylaws, as amended and restated (the
“Bylaws”) that are incorporated by reference into the registration statement of which this prospectus is a part or may be
incorporated by reference in this prospectus or any applicable prospectus supplement. The terms of these securities may also be affected
by Delaware General Corporation Law (the “DGCL”). The summary below and that contained in any applicable prospectus supplement
or any related free writing prospectus are qualified in their entirety by reference to our Certificate of Incorporation and our Bylaws.
The
Company is authorized to issue 103,000,000 shares of capital stock, par value $0.001 per share, of which 100,000,000 are shares of common
stock and 3,000,000 are shares of “blank check” preferred stock.
As
of the date of this prospectus, there were 14,688,248 shares of our common stock issued and outstanding and no shares of preferred
stock issued and outstanding
Common
Stock
Voting
The
holders of our common stock are entitled to one vote for each share held on all matters to be voted on by the Company’s stockholders.
There shall be no cumulative voting.
Dividends
The
holders of shares of our common stock are entitled to dividends when and as declared by the Board from funds legally available therefor
if, as and when determined by the Board of Directors of the Company in their sole discretion, subject to provisions of law, and any provision
of the Company’s Amended and Restated Certificate of Incorporation, as amended from time to time. There are no preemptive, conversion
or redemption privileges, nor sinking fund provisions with respect to the common stock.
Liquidation
In
the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of our common stock will
be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of or provision for
all of our debts and other liabilities.
Fully
Paid and Non-assessable
All
outstanding shares of common stock are duly authorized, validly issued, fully paid and non-assessable.
Preferred
Stock
We
are authorized to issue up to 3,000,000 shares of preferred stock. This preferred stock may be issued in one or more series, the terms
of which may be determined at the time of issuance by our board of directors without further action by stockholders. The terms of any
series of preferred stock may include voting rights (including the right to vote as a series on particular matters), preferences as to
dividend, liquidation, conversion and redemption rights and sinking fund provisions. No preferred stock is currently outstanding. The
issuance of any preferred stock could materially adversely affect the rights of the holders of our common stock, and therefore, reduce
the value of our common stock and the Notes. In particular, specific rights granted to future holders of preferred stock could be used
to restrict our ability to merge with, or sell our assets to, a third party and thereby preserve control by the present management.
Exclusive
Forum
Our
Amended and Restated Certificate of Incorporation provides that unless the Company consents in writing to the selection of an alternative
forum, the State of Delaware is the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of the
Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company
to the Company or the Company’s stockholders, (iii) any action asserting a claim against the Company, its directors, officers or
employees arising pursuant to any provision of the DGCL or our Amended and Restated Certificate of Incorporation or the Amended and Restated
Bylaws, or (iv) any action asserting a claim against the Company, its directors, officers, employees or agents governed by the internal
affairs doctrine, except for, as to each of (i) through (iv) above, any claim as to which the Court of Chancery determines that there
is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the
personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction
of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction.
Additionally,
our Amended and Restated Bylaws provide that unless the Company consents in writing to the selection of an alternative forum, the federal
district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of
action arising under the Securities Act. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock
of the Corporation are deemed to have notice of and consented to this provision. The Supreme Court of Delaware has held that this type
of exclusive federal forum provision is enforceable. There may be uncertainty, however, as to whether courts of other jurisdictions would
enforce such a provision, if applicable.
Transfer
Agent
The
transfer agent and registrar for our common stock is VStock Transfer, LLC.
Changes
in Authorized Number
The
number of authorized shares of common stock may be increased or decreased subject to the Company’s legal commitments at any time
and from time to time to issue them, by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote.
Delaware
Anti-Takeover Statute
We
may become subject to Section 203 of the Delaware General Corporation Law, which prohibits persons deemed to be “interested stockholders”
from engaging in a “business combination” with a publicly held Delaware corporation for three years following the date these
persons become interested stockholders unless the business combination is, or the transaction in which the person became an interested
stockholder was, approved in a prescribed manner or another prescribed exception applies. Generally, an “interested stockholder”
is a person who, together with affiliates and associates, owns, or within three years prior to the determination of interested stockholder
status did own, 15% or more of a corporation’s voting stock. Generally, a “business combination” includes a merger,
asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. The existence of this provision
may have an anti-takeover effect with respect to transactions not approved in advance by the Board of Directors. A Delaware corporation
may “opt out” of these provisions with an express provision in its original certificate of incorporation or an express provision
in its certificate of incorporation or bylaws resulting from a stockholders’ amendment approved by at least a majority of the outstanding
voting shares. We have not opted out of these provisions. As a result, mergers or other takeover or change in control attempts of us
may be discouraged or prevented.
The
Amended and Restated Bylaws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of
our stockholders, including proposed nominations of persons for election to our board of directors. At an annual meeting, stockholders
may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of
our board of directors. Stockholders may also consider a proposal or nomination by a person who was a stockholder at the time of giving
notice and at the time of the meeting, who is entitled to vote at the meeting and who has complied with the notice requirements of the
Amended and Restated Bylaws in all respects. The Amended and Restated Bylaws do not give our board of directors the power to approve
or disapprove stockholder nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting
of our stockholders. However, the Amended and Restated Bylaws may have the effect of precluding the conduct of certain business at a
meeting if the proper procedures are not followed. These provisions may also discourage or deter a potential acquirer from conducting
a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.
The
Amended and Restated Bylaws provide that a special meeting of our stockholders may be called only by our Chairman or by resolution adopted
by a majority of our board of directors. Because our stockholders do not have the right to call a special meeting, a stockholder could
not force stockholder consideration of a proposal over the opposition of our board of directors by calling a special meeting of stockholders
prior to such time as a majority of our board of directors, the chairperson of our board of directors, the president or the chief executive
officer believed the matter should be considered or until the next annual meeting provided that the requestor met the
notice requirements. The restriction on the ability of stockholders to call a special meeting means that a proposal to replace our board
of directors also could be delayed until the next annual meeting.
DESCRIPTION
OF DEBT SECURITIES
The
following description, together with the additional information we include in any applicable prospectus supplements or free writing prospectuses,
summarizes the material terms and provisions of the debt securities that we may offer under this prospectus. We may issue debt securities,
in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. While the terms we have summarized
below will apply generally to any future debt securities we may offer under this prospectus, we will describe the particular terms of
any debt securities that we may offer in more detail in the applicable prospectus supplement or free writing prospectus. The terms of
any debt securities we offer under a prospectus supplement may differ from the terms we describe below. However, no prospectus supplement
shall fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described in
this prospectus at the time of its effectiveness. As of the date of this prospectus, we have no outstanding registered debt securities.
Unless the context requires otherwise, whenever we refer to the “indentures,” we also are referring to any supplemental indentures
that specify the terms of a particular series of debt securities.
We
will issue any senior debt securities under the senior indenture that we will enter into with the trustee named in the senior indenture.
We will issue any subordinated debt securities under the subordinated indenture and any supplemental indentures that we will enter into
with the trustee named in the subordinated indenture. We have filed forms of these documents as exhibits to the registration statement,
of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities
being offered will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference
from reports that we file with the SEC.
The
indentures will be qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). We use the term
“trustee” to refer to either the trustee under the senior indenture or the trustee under the subordinated indenture, as applicable.
The
following summaries of material provisions of the senior debt securities, the subordinated debt securities and the indentures are subject
to, and qualified in their entirety by reference to, all of the provisions of the indenture and any supplemental indentures applicable
to a particular series of debt securities. We urge you to read the applicable prospectus supplements and any related free writing prospectuses
related to the debt securities that we may offer under this prospectus, as well as the complete indentures that contains the terms of
the debt securities. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identical.
General
The
terms of each series of debt securities will be established by or pursuant to a resolution of our Board of Directors and set forth or
determined in the manner provided in an officers’ certificate or by a supplemental indenture. Debt securities may be issued in
separate series without limitation as to aggregate principal amount. We may specify a maximum aggregate principal amount for the debt
securities of any series. We will describe in the applicable prospectus supplement the terms of the series of debt securities being offered,
including:
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the
principal amount being offered, and if a series, the total amount authorized and the total amount outstanding;
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any
limit on the amount that may be issued;
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whether
or not we will issue the series of debt securities in global form, and, if so, the terms and who the depositary will be;
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whether
and under what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is not a United
States person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional amounts;
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the
annual interest rate, which may be fixed or variable, or the method for determining the rate and the date interest will begin to
accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining
such dates;
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whether
or not the debt securities will be secured or unsecured, and the terms of any secured debt;
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the
terms of the subordination of any series of subordinated debt;
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the
place where payments will be made;
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restrictions
on transfer, sale or other assignment, if any;
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our
right, if any, to defer payment of interest and the maximum length of any such deferral period;
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the
date, if any, after which, and the price at which, we may, at our option, redeem the series of debt securities pursuant to any optional
or provisional redemption provisions and the terms of those redemption provisions;
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provisions
for a sinking fund purchase or other analogous fund, if any, including the date, if any, on which, and the price at which we are
obligated, pursuant thereto or otherwise, to redeem, or at the holder’s option, to purchase, the series of debt securities
and the currency or currency unit in which the debt securities are payable;
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whether
the indenture will restrict our ability or the ability of our subsidiaries, if any, to:
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incur
additional indebtedness;
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issue
additional securities;
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pay
dividends or make distributions in respect of our capital stock or the capital stock of our subsidiaries;
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place
restrictions on our subsidiaries’ ability to pay dividends, make distributions or transfer assets;
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make
investments or other restricted payments;
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sell
or otherwise dispose of assets;
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enter
into sale-leaseback transactions;
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engage
in transactions with stockholders or affiliates;
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issue
or sell stock of our subsidiaries; or
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effect
a consolidation or merger;
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whether
the indenture will require us to maintain any interest coverage, fixed charge, cash flow-based, asset-based or other financial ratios;
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a
discussion of certain material or special United States federal income tax considerations applicable to the debt securities;
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information
describing any book-entry features;
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the
applicability of the provisions in the indenture on discharge;
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whether
the debt securities are to be offered at a price such that they will be deemed to be offered at an “original issue discount”
as defined in paragraph (a) of Section 1273 of the Internal Revenue Code of 1986, as amended;
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the
denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple
thereof;
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the
currency of payment of debt securities if other than U.S. dollars and the manner of determining the equivalent amount in U.S. dollars;
and
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any
other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, including any additional events
of default or covenants provided with respect to the debt securities, and any terms that may be required by us or advisable under
applicable laws or regulations.
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Conversion
or Exchange Rights
We
will set forth in the applicable prospectus supplement the terms under which a series of debt securities may be convertible into or exchangeable
for our common stock, our preferred stock or other securities (including securities of a third party). We will include provisions as
to whether conversion or exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to which
the number of shares of our common stock, our preferred stock or other securities (including securities of a third party) that the holders
of the series of debt securities receive would be subject to adjustment.
Consolidation,
Merger or Sale
Unless
we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the indentures will not contain
any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of all or substantially
all of our assets. However, any successor to or acquirer of such assets must assume all of our obligations under the indentures or the
debt securities, as appropriate. If the debt securities are convertible into or exchangeable for our other securities or securities of
other entities, the person with whom we consolidate or merge or to whom we sell all of our property must make provisions for the
conversion of the debt securities into securities that the holders of the debt securities would have received if they had converted the
debt securities before the consolidation, merger or sale.
Events
of Default under the Indenture
Unless
we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the following are events of default
under the indentures with respect to any series of debt securities that we may issue:
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if
we fail to pay interest when due and payable and our failure continues for 90 days and the time for payment has not been extended;
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if
we fail to pay the principal, premium or sinking fund payment, if any, when due and payable at maturity, upon redemption or repurchase
or otherwise, and the time for payment has not been extended;
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if
we fail to observe or perform any other covenant contained in the debt securities or the indentures, other than a covenant specifically
relating to another series of debt securities, and our failure continues for 90 days after we receive notice from the trustee or
we and the trustee receive notice from the holders of at least 25% in aggregate principal amount of the outstanding debt securities
of the applicable series; and
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if
specified events of bankruptcy, insolvency or reorganization occur.
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We
will describe in each applicable prospectus supplement any additional events of default relating to the relevant series of debt securities.
If
an event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified
in the last bullet point above, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities
of that series, by notice to us in writing, and to the trustee if notice is given by such holders, may declare the unpaid principal,
premium, if any, and accrued interest, if any, due and payable immediately. If an event of default arises due to the occurrence of certain
specified bankruptcy, insolvency or reorganization events, the unpaid principal, premium, if any, and accrued interest, if any, of each
issue of debt securities then outstanding shall be due and payable without any notice or other action on the part of the trustee or any
holder.
The
holders of a majority in principal amount of the outstanding debt securities of an affected series may waive any default or event of
default with respect to the series and its consequences, except defaults or events of default regarding payment of principal, premium,
if any, or interest, unless we have cured the default or event of default in accordance with the indenture. Any waiver shall cure the
default or event of default.
Subject
to the terms of the indentures, if an event of default under an indenture shall occur and be continuing, the trustee will be under no
obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable
series of debt securities, unless such holders have offered the trustee reasonable indemnity or security satisfactory to it against any
loss, liability or expense. The holders of a majority in principal amount of the outstanding debt securities of any series will have
the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any
trust or power conferred on the trustee, with respect to the debt securities of that series, provided that:
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the
direction so given by the holder is not in conflict with any law or the applicable indenture; and
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subject
to its duties under the Trust Indenture Act, the trustee need not take any action that might involve it in personal liability or
might be unduly prejudicial to the holders not involved in the proceeding.
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The
indentures will provide that if an event of default has occurred and is continuing, the trustee will be required in the exercise of its
powers to use the degree of care that a prudent person would use in the conduct of its own affairs. The trustee, however, may refuse
to follow any direction that conflicts with law or the indenture, or that the trustee determines is unduly prejudicial to the rights
of any other holder of the relevant series of debt securities, or that would involve the trustee in personal liability. Prior to taking
any action under the indentures, the trustee will be entitled to indemnification against all costs, expenses and liabilities that would
be incurred by taking or not taking such action.
A
holder of the debt securities of any series will have the right to institute a proceeding under the indentures or to appoint a receiver
or trustee, or to seek other remedies only if:
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the
holder has given written notice to the trustee of a continuing event of default with respect to that series;
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the
holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made a written request
and such holders have offered reasonable indemnity to the trustee or security satisfactory to it against any loss, liability or expense
or to be incurred in compliance with instituting the proceeding as trustee; and
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the
trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the
outstanding debt securities of that series other conflicting directions within 90 days after the notice, request and offer.
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These
limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium,
if any, or interest on, the debt securities, or other defaults that may be specified in the applicable prospectus supplement.
We
will periodically file statements with the trustee regarding our compliance with specified covenants in the indentures.
The
indentures will provide that if a default occurs and is continuing and is actually known to a responsible officer of the trustee, the
trustee must mail to each holder notice of the default within the earlier of 90 days after it occurs and 30 days after it is known by
a responsible officer of the trustee or written notice of it is received by the trustee, unless such default has been cured or waived.
Except in the case of a default in the payment of principal or premium of, or interest on, any debt security or certain other defaults
specified in an indenture, the trustee shall be protected in withholding such notice if and so long as the Board of Directors, the executive
committee or a trust committee of directors, or responsible officers of the trustee, in good faith determine that withholding notice
is in the best interests of holders of the relevant series of debt securities.
Modification
of Indenture; Waiver
Subject
to the terms of the indenture for any series of debt securities that we may issue, we and the trustee may change an indenture without
the consent of any holders with respect to the following specific matters:
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to
fix any ambiguity, defect or inconsistency in the indenture;
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to
comply with the provisions described above under “Description of Debt Securities — Consolidation, Merger or Sale;”
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to
comply with any requirements of the SEC in connection with the qualification of any indenture under the Trust Indenture Act;
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to
add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue,
authentication and delivery of debt securities, as set forth in the indenture;
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to
provide for the issuance of, and establish the form and terms and conditions of, the debt securities of any series as provided under
“Description of Debt Securities — General,” to establish the form of any certifications required to be furnished
pursuant to the terms of the indenture or any series of debt securities, or to add to the rights of the holders of any series of
debt securities;
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to
evidence and provide for the acceptance of appointment hereunder by a successor trustee;
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to
provide for uncertificated debt securities and to make all appropriate changes for such purpose;
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to
add such new covenants, restrictions, conditions or provisions for the benefit of the holders, to make the occurrence, or the occurrence
and the continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default or
to surrender any right or power conferred to us in the indenture; or
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to
change anything that does not adversely affect the interests of any holder of debt securities of any series in any material respect.
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In
addition, under the indentures, the rights of holders of a series of debt securities may be changed by us and the trustee with the written
consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series that is
affected. However, subject to the terms of the indenture for any series of debt securities that we may issue or otherwise provided in
the prospectus supplement applicable to a particular series of debt securities, we and the trustee may only make the following changes
with the consent of each holder of any outstanding debt securities affected:
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extending
the stated maturity of the series of debt securities;
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reducing
the principal amount, reducing the rate of or extending the time of payment of interest, or reducing any premium payable upon the
redemption or repurchase of any debt securities; or
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reducing
the percentage of debt securities, the holders of which are required to consent to any amendment, supplement, modification or waiver.
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Discharge
Each
indenture provides that, subject to the terms of the indenture and any limitation otherwise provided in the prospectus supplement applicable
to a particular series of debt securities, we may elect to be discharged from our obligations with respect to one or more series of debt
securities, except for specified obligations, including obligations to:
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register
the transfer or exchange of debt securities of the series;
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replace
stolen, lost or mutilated debt securities of the series;
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maintain
paying agencies;
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hold
monies for payment in trust;
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recover
excess money held by the trustee;
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compensate
and indemnify the trustee; and
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appoint
any successor trustee.
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In
order to exercise our rights to be discharged, we will deposit with the trustee money or government obligations sufficient to pay all
the principal of, and any premium and interest on, the debt securities of the series on the dates payments are due.
Form,
Exchange and Transfer
We
will issue the debt securities of each series only in fully registered form without coupons and, unless we otherwise specify in the applicable
prospectus supplement, in denominations of $1,000 and any integral multiple thereof. The indentures will provide that we may issue debt
securities of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of,
The Depository Trust Company or another depositary named by us and identified in a prospectus supplement with respect to that series.
See “Legal Ownership of Securities” below for a further description of the terms relating to any book-entry securities.
At
the option of the holder, subject to the terms of the indentures and the limitations applicable to global securities described in the
applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities
of the same series, in any authorized denomination and of like tenor and aggregate principal amount.
Subject
to the terms of the indentures and the limitations applicable to global securities set forth in the applicable prospectus supplement,
holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the
form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar
or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder
presents for transfer or exchange, we will make no service charge for any registration of transfer or exchange, but we may require payment
of any taxes or other governmental charges.
We
will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar,
that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation
of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain
a transfer agent in each place of payment for the debt securities of each series.
If
we elect to redeem the debt securities of any series, we will not be required to:
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issue,
register the transfer of, or exchange any debt securities of that series during a period beginning at the opening of business 15
days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at
the close of business on the day of the mailing; or
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register
the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed portion of
any debt securities we are redeeming in part.
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Information
Concerning the Trustee
The
trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only those
duties as are specifically set forth in the applicable indenture and is under no obligation to exercise any of the powers given it by
the indentures at the request of any holder of debt securities unless it is offered reasonable security and indemnity against the costs,
expenses and liabilities that it might incur. However, upon an event of default under an indenture, the trustee must use the same degree
of care as a prudent person would exercise or use in the conduct of his or her own affairs.
Payment
and Paying Agents
Unless
we otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any interest
payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business
on the regular record date for the interest payment.
We
will pay principal of and any premium and interest on the debt securities of a particular series at the office of the paying agents designated
by us, except that unless we otherwise indicate in the applicable prospectus supplement, we will make interest payments by check that
we will mail to the holder or by wire transfer to certain holders. Unless we otherwise indicate in the applicable prospectus supplement,
we will designate the corporate trust office of the trustee as our sole paying agent for payments with respect to debt securities of
each series. We will name in the applicable prospectus supplement any other paying agents that we initially designate for the debt securities
of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.
All
money we pay to a paying agent or the trustee for the payment of the principal of or any premium or interest on any debt securities that
remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us,
and the holder of the debt security thereafter may look only to us for payment thereof.
Governing
Law
The
indentures and the debt securities will be governed by and construed in accordance with the laws of the State of New York, except to
the extent that the Trust Indenture Act is applicable.
Ranking
Debt Securities
The
subordinated debt securities will be unsecured and will be subordinate and junior in priority of payment to certain other indebtedness
to the extent described in a prospectus supplement. The subordinated indenture does not limit the amount of subordinated debt securities
that we may issue. It also does not limit us from issuing any other secured or unsecured debt.
The
senior debt securities will be unsecured and will rank equally in right of payment to all our other senior unsecured debt. The senior
indenture does not limit the amount of senior debt securities that we may issue. It also does not limit us from issuing any other secured
or unsecured debt.
DESCRIPTION
OF WARRANTS
The
following description, together with the additional information we may include in any applicable prospectus supplements and free writing
prospectuses, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may consist
of warrants to purchase common stock, preferred stock or debt securities and may be issued in one or more series. Warrants may be offered
independently or together with common stock, preferred stock or debt securities offered by any prospectus supplement, and may be attached
to or separate from those securities. While the terms we have summarized below will apply generally to any warrants that we may offer
under this prospectus, we will describe the particular terms of any series of warrants that we may offer in more detail in the applicable
prospectus supplement and any applicable free writing prospectus. The terms of any warrants offered under a prospectus supplement may
differ from the terms described below. However, no prospectus supplement will fundamentally change the terms that are set forth in this
prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness.
We
may issue the warrants under a warrant agreement that we will enter into with a warrant agent to be selected by us. If selected, the
warrant agent will act solely as an agent of ours in connection with the warrants and will not act as an agent for the holders or beneficial
owners of the warrants. If applicable, we will file as exhibits to the registration statement of which this prospectus is a part, or
will incorporate by reference from a Current Report on Form 8-K that we file with the SEC, the form of warrant agreement, including
a form of warrant certificate, that describes the terms of the particular series of warrants we are offering before the issuance of the
related series of warrants. The following summaries of material provisions of the warrants and the warrant agreements are subject to,
and qualified in their entirety by reference to, all the provisions of the warrant agreement and warrant certificate applicable to a
particular series of warrants. We urge you to read the applicable prospectus supplement and any applicable free writing prospectus related
to the particular series of warrants that we sell under this prospectus, as well as the complete warrant agreements and warrant certificates
that contain the terms of the warrants.
General
We
will describe in the applicable prospectus supplement the terms relating to a series of warrants, including:
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the
offering price and aggregate number of warrants offered;
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the
currency for which the warrants may be purchased;
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if
applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with
each such security or each principal amount of such security;
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if
applicable, the date on and after which the warrants and the related securities will be separately transferable;
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in
the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant
and the price at, and currency in which, this principal amount of debt securities may be purchased upon such exercise;
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in
the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or preferred stock, as the
case may be, purchasable upon the exercise of one warrant and the price at which these shares may be purchased upon such exercise;
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the
effect of any merger, consolidation, sale or other disposition of our business on the warrant agreements and the warrants;
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the
terms of any rights to redeem or call the warrants;
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any
provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;
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the
dates on which the right to exercise the warrants will commence and expire;
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the
manner in which the warrant agreements and warrants may be modified;
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United
States federal income tax consequences of holding or exercising the warrants;
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the
terms of the securities issuable upon exercise of the warrants; and
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any
other specific terms, preferences, rights or limitations of or restrictions on the warrants.
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before
exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such
exercise, including:
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in
the case of warrants to purchase debt securities, the right to receive payments of principal of, or premium, if any, or interest
on, the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture; or
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in
the case of warrants to purchase common stock or preferred stock, the right to receive dividends, if any, or, payments upon our liquidation,
dissolution or winding up or to exercise voting rights, if any.
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Exercise
of Warrants
Each
warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price
that we describe in the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders
of the warrants may exercise the warrants at any time up to the specified time on the expiration date that we set forth in the applicable
prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.
Holders
of the warrants may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together with
specified information, and paying the required amount to the warrant agent in immediately available funds, as provided in the applicable
prospectus supplement. We will set forth on the reverse side of the warrant certificate and in the applicable prospectus supplement the
information that the holder of the warrant will be required to deliver to us or the warrant agent as applicable.
Upon
receipt of the required payment and the warrant certificate properly completed and duly executed at the corporate trust office of the
warrant agent or any other office indicated in the applicable prospectus supplement, we will issue and deliver the securities purchasable
upon such exercise. If fewer than all of the warrants represented by the warrant certificate are exercised, then we will issue a new
warrant certificate for the remaining amount of warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants
may surrender securities as all or part of the exercise price for warrants.
Enforceability
of Rights by Holders of Warrants
If
selected, each warrant agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation or
relationship of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than
one issue of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant
agreement or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon
us. Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate
legal action its right to exercise, and receive the securities purchasable upon exercise of, its warrants.
DESCRIPTION
OF RIGHTS
General
We
may issue rights to our stockholders to purchase shares of our common stock, preferred stock or the other securities described in this
prospectus. We may offer rights separately or together with one or more additional rights, debt securities, preferred stock, common stock
or warrants, or any combination of those securities in the form of units, as described in the applicable prospectus supplement. Each
series of rights will be issued under a separate rights agreement to be entered into between us and a bank or trust company, as rights
agent. The rights agent will act solely as our agent in connection with the certificates relating to the rights of the series of certificates
and will not assume any obligation or relationship of agency or trust for or with any holders of rights certificates or beneficial owners
of rights. The following description sets forth certain general terms and provisions of the rights to which any prospectus supplement
may relate. The particular terms of the rights to which any prospectus supplement may relate and the extent, if any, to which the general
provisions may apply to the rights so offered will be described in the applicable prospectus supplement. To the extent that any particular
terms of the rights, rights agreement or rights certificates described in a prospectus supplement differ from any of the terms described
below, then the terms described below will be deemed to have been superseded by that prospectus supplement. We encourage you to read
the applicable rights agreement and rights certificate for additional information before you decide whether to purchase any of our rights.
We will provide in a prospectus supplement the following terms of the rights being issued:
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the date of
determining the stockholders entitled to the rights distribution;
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the aggregate
number of shares of common stock, preferred stock or other securities purchasable upon exercise of the rights;
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the aggregate
number of rights issued;
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whether the
rights are transferrable and the date, if any, on and after which the rights may be separately transferred;
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the date on
which the right to exercise the rights will commence, and the date on which the right to exercise the rights will expire;
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the method
by which holders of rights will be entitled to exercise;
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the conditions
to the completion of the offering, if any;
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the withdrawal,
termination and cancellation rights, if any;
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whether there
are any backstop or standby purchaser or purchasers and the terms of their commitment, if any;
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whether stockholders
are entitled to oversubscription rights, if any;
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any applicable
material U.S. federal income tax considerations; and
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any other terms
of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of the rights, as
applicable.
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Each
right will entitle the holder of rights to purchase for cash the principal amount of shares of common stock, preferred stock or other
securities at the exercise price provided in the applicable prospectus supplement. Rights may be exercised at any time up to the close
of business on the expiration date for the rights provided in the applicable prospectus supplement.
Holders
may exercise rights as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly
completed and duly executed at the corporate trust office of the rights agent or any other office indicated in the prospectus supplement,
we will, as soon as practicable, forward the shares of common stock, preferred stock or other securities, as applicable, purchasable
upon exercise of the rights. If less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed
securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such
methods, including pursuant to standby arrangements, as described in the applicable prospectus supplement.
Rights
Agent
The
rights agent for any rights we offer will be set forth in the applicable prospectus supplement.
DESCRIPTION
OF UNITS
The
following description, together with the additional information we may include in any applicable prospectus supplements and free writing
prospectuses, summarizes the material terms and provisions of the units that we may offer under this prospectus.
While
the terms we have summarized below will apply generally to any units that we may offer under this prospectus, we will describe the particular
terms of any series of units in more detail in the applicable prospectus supplement. The terms of any units offered under a prospectus
supplement may differ from the terms described below. However, no prospectus supplement will fundamentally change the terms that are
set forth in this prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness.
We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from a Current
Report on Form 8-K that we file with the SEC, the form of unit agreement that describes the terms of the series of units we are
offering, and any supplemental agreements, before the issuance of the related series of units. The following summaries of material terms
and provisions of the units are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement
and any supplemental agreements applicable to a particular series of units. We urge you to read the applicable prospectus supplements
related to the particular series of units that we sell under this prospectus, as well as the complete unit agreement and any supplemental
agreements that contain the terms of the units.
General
We
may issue units comprised of one or more debt securities, shares of common stock, shares of preferred stock and warrants in any combination.
Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of
a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may
provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified
date.
We
will describe in the applicable prospectus supplement the terms of the series of units, including:
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the designation
and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities
may be held or transferred separately;
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any provisions
of the governing unit agreement that differ from those described below; and
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any provisions
for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units.
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The
provisions described in this section, as well as those described under “Description of Capital Stock,” “Description
of Debt Securities” and “Description of Warrants” will apply to each unit and to any common stock, preferred
stock, debt security or warrant included in each unit, respectively.
Unit
Agent
The
name and address of the unit agent, if any, for any units we offer will be set forth in the applicable prospectus supplement.
Issuance
in Series
We
may issue units in such amounts and in numerous distinct series as we determine.
Enforceability
of Rights by Holders of Units
Each
unit agent will act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship of agency
or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one series of units. A unit
agent will have no duty or responsibility in case of any default by us under the applicable unit agreement or unit, including any duty
or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a unit may, without the
consent of the related unit agent or the holder of any other unit, enforce by appropriate legal action its rights as holder under any
security included in the unit.
We,
the unit agents and any of their agents may treat the registered holder of any unit certificate as an absolute owner of the units evidenced
by that certificate for any purpose and as the person entitled to exercise the rights attaching to the units so requested, despite any
notice to the contrary. See “Legal Ownership of Securities.”
LEGAL
OWNERSHIP OF SECURITIES
We
can issue securities in registered form or in the form of one or more global securities. We describe global securities in greater detail
below. We refer to those persons who have securities registered in their own names on the books that we or any applicable trustee or
depositary or warrant agent maintain for this purpose as the “holders” of those securities. These persons are the legal holders
of the securities. We refer to those persons who, indirectly through others, own beneficial interests in securities that are not registered
in their own names, as “indirect holders” of those securities. As we discuss below, indirect holders are not legal holders,
and investors in securities issued in book-entry form or in street name will be indirect holders.
Book-Entry
Holders
We
may issue securities in book-entry form only, as we will specify in the applicable prospectus supplement. This means securities may be
represented by one or more global securities registered in the name of a financial institution that holds them as depositary on behalf
of other financial institutions that participate in the depositary’s book-entry system. These participating institutions, which
are referred to as participants, in turn, hold beneficial interests in the securities on behalf of themselves or their customers.
Only
the person in whose name a security is registered is recognized as the holder of that security. Global securities will be registered
in the name of the depositary or its participants. Consequently, for global securities, we will recognize only the depositary as the
holder of the securities, and we will make all payments on the securities to the depositary. The depositary passes along the payments
it receives to its participants, which in turn pass the payments along to their customers who are the beneficial owners. The depositary
and its participants do so under agreements they have made with one another or with their customers; they are not obligated to do so
under the terms of the securities.
As
a result, investors in a global security will not own securities directly. Instead, they will own beneficial interests in a global security,
through a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest
through a participant. As long as the securities are issued in global form, investors will be indirect holders, and not legal holders,
of the securities.
Street
Name Holders
We
may terminate a global security or issue securities that are not issued in global form. In these cases, investors may choose to hold
their securities in their own names or in “street name.” Securities held by an investor in street name would be registered
in the name of a bank, broker or other financial institution that the investor chooses, and the investor would hold only a beneficial
interest in those securities through an account he or she maintains at that institution.
For
securities held in street name, we or any applicable trustee or depositary will recognize only the intermediary banks, brokers and other
financial institutions in whose names the securities are registered as the holders of those securities, and we or any such trustee or
depositary will make all payments on those securities to them. These institutions pass along the payments they receive to their customers
who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are legally required
to do so. Investors who hold securities in street name will be indirect holders, not legal holders, of those securities.
Legal
Holders
Our
obligations, as well as the obligations of any applicable trustee or third party employed by us or a trustee, run only to the legal holders
of the securities. We do not have obligations to investors who hold beneficial interests in global securities, in street name or by any
other indirect means. This will be the case whether an investor chooses to be an indirect holder of a security or has no choice because
we are issuing the securities only in global form.
For
example, once we make a payment or give a notice to the holder, we have no further responsibility for the payment or notice even if that
holder is required, under agreements with its participants or customers or by law, to pass it along to the indirect holders but does
not do so. Similarly, we may want to obtain the approval of the holders to amend an indenture, to relieve us of the consequences of a
default or of our obligation to comply with a particular provision of an indenture, or for other purposes. In such an event, we would
seek approval only from the legal holders, and not the indirect holders, of the securities. Whether and how the legal holders contact
the indirect holders is up to the legal holders.
Special
Considerations for Indirect Holders
If
you hold securities through a bank, broker or other financial institution, either in book-entry form because the securities are represented
by one or more global securities or in street name, you should check with your own institution to find out:
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how
it handles securities payments and notices;
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whether
it imposes fees or charges;
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how
it would handle a request for the holders’ consent, if ever required;
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whether
and how you can instruct it to send you securities registered in your own name so you can be a legal holder, if that is permitted
in the future;
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how
it would exercise rights under the securities if there were a default or other event triggering the need for holders to act to protect
their interests; and
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if
the securities are in book-entry form, how the depositary’s rules and procedures will affect these matters.
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Global
Securities
A
global security is a security that represents one or any other number of individual securities held by a depositary. Generally, all securities
represented by the same global securities will have the same terms.
Each
security issued in book-entry form will be represented by a global security that we issue to, deposit with and register in the name of
a financial institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary.
Unless we specify otherwise in the applicable prospectus supplement, The Depository Trust Company, New York, NY, known as DTC, will be
the depositary for all securities issued in book-entry form.
A
global security may not be transferred to or registered in the name of anyone other than the depositary, its nominee or a successor depositary,
unless special termination situations arise. We describe those situations below under “— Special Situations When A Global
Security Will Be Terminated.” As a result of these arrangements, the depositary, or its nominee, will be the sole registered
owner and legal holder of all securities represented by a global security, and investors will be permitted to own only beneficial interests
in a global security. Beneficial interests must be held by means of an account with a broker, bank or other financial institution that
in turn has an account with the depositary or with another institution that does. Thus, an investor whose security is represented by
a global security will not be a legal holder of the security, but only an indirect holder of a beneficial interest in the global security.
If
the prospectus supplement for a particular security indicates that the security will be issued as a global security, then the security
will be represented by a global security at all times unless and until the global security is terminated. If termination occurs, we may
issue the securities through another book-entry clearing system or decide that the securities may no longer be held through any book-entry
clearing system.
Special
Considerations For Global Securities
As
an indirect holder, an investor’s rights relating to a global security will be governed by the account rules of the investor’s
financial institution and of the depositary, as well as general laws relating to securities transfers. We do not recognize an indirect
holder as a holder of securities and instead deal only with the depositary that holds the global security.
If
securities are issued only as global securities, an investor should be aware of the following:
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an investor
cannot cause the securities to be registered in his or her name, and cannot obtain non-global certificates for his or her interest
in the securities, except in the special situations we describe below;
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an
investor will be an indirect holder and must look to his or her own bank or broker for payments on the securities and protection
of his or her legal rights relating to the securities, as we describe above;
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an
investor may not be able to sell interests in the securities to some insurance companies and to other institutions that are required
by law to own their securities in non-book-entry form;
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an
investor may not be able to pledge his or her interest in the global security in circumstances where certificates representing the
securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective;
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the
depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating
to an investor’s interest in the global security. We and any applicable trustee have no responsibility for any aspect of the
depositary’s actions or for its records of ownership interests in the global security. We and the trustee also do not supervise
the depositary in any way;
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the
depositary may, and we understand that DTC will, require that those who purchase and sell interests in the global security within
its book-entry system use immediately available funds, and your broker or bank may require you to do so as well; and
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financial
institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest in the
global security, may also have their own policies affecting payments, notices and other matters relating to the securities. There
may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible
for the actions of any of those intermediaries
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Special
Situations When A Global Security Will Be Terminated
In
a few special situations described below, a global security will terminate and interests in it will be exchanged for physical certificates
representing those interests. After that exchange, the choice of whether to hold securities directly or in street name will be up to
the investor. Investors must consult their own banks or brokers to find out how to have their interests in securities transferred to
their own names, so that they will be direct holders. We have described the rights of holders and street name investors above.
A
global security will terminate when the following special situations occur:
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if
the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security
and we do not appoint another institution to act as depositary within 90 days;
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if
we notify any applicable trustee that we wish to terminate that global security; or
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if
an event of default has occurred with regard to securities represented by that global security and has not been cured or waived.
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The
applicable prospectus supplement may also list additional situations for terminating a global security that would apply only to the particular
series of securities covered by the prospectus supplement. When a global security terminates, the depositary, and neither we, nor any
applicable trustee, is responsible for deciding the names of the institutions that will be the initial direct holders.
PLAN
OF DISTRIBUTION
We
may sell the securities being offered hereby in one or more of the following ways from time to time:
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through
agents to the public or to investors;
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to
underwriters for resale to the public or to investors;
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negotiated
transactions;
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directly
to investors; or
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through
a combination of any of these methods of sale.
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As
set forth in more detail below, the securities may be distributed from time to time in one or more transactions:
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at
a fixed price or prices, which may be changed;
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at
market prices prevailing at the time of sale;
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at
prices related to such prevailing market prices; or
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We
will set forth in a prospectus supplement the terms of that particular offering of securities, including:
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the
name or names of any agents or underwriters;
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the
purchase price of the securities being offered and the proceeds we will receive from the sale;
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any
over-allotment options under which underwriters may purchase additional securities from us;
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any
agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation;
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any
initial public offering price;
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any
discounts or concessions allowed or re-allowed or paid to dealers; and
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any
securities exchanges or markets on which such securities may be listed.
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Only
underwriters named in an applicable prospectus supplement are underwriters of the securities offered by that prospectus supplement.
If
underwriters are used in an offering, we will execute an underwriting agreement with such underwriters and will specify the name of each
underwriter and the terms of the transaction (including any underwriting discounts and other terms constituting compensation of the underwriters
and any dealers) in a prospectus supplement. The securities may be offered to the public either through underwriting syndicates represented
by managing underwriters or directly by one or more investment banking firms or others, as designated. If an underwriting syndicate is
used, the managing underwriter(s) will be specified on the cover of the prospectus supplement. If underwriters are used in the sale,
the offered securities will be acquired by the underwriters for their own accounts and may be resold from time to time in one or more
transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale.
Any public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time.
Unless otherwise set forth in the prospectus supplement, the obligations of the underwriters to purchase the offered securities
will be subject to conditions precedent and the underwriters will be obligated to purchase all of the offered securities if any are purchased.
We
may grant to the underwriters options to purchase additional securities to cover over-allotments, if any, at the public offering price,
with additional underwriting commissions or discounts, as may be set forth in a related prospectus supplement. The terms of any over-allotment
option will be set forth in the prospectus supplement for those securities.
If
we use a dealer in the sale of the securities being offered pursuant to this prospectus or any prospectus supplement, we will sell the
securities to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined
by the dealer at the time of resale. The names of the dealers and the terms of the transaction will be specified in a prospectus
supplement.
We
may sell the securities directly or through agents we designate from time to time. We will name any agent involved in the offering
and sale of securities and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus
supplement states otherwise, any agent will act on a best-efforts basis for the period of its appointment.
We
may authorize agents or underwriters to solicit offers by institutional investors to purchase securities from us at the public offering
price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified
date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation of these contracts
in the prospectus supplement.
In
connection with the sale of the securities, underwriters, dealers or agents may receive compensation from us or from purchasers of the
common stock for whom they act as agents in the form of discounts, concessions or commissions. Underwriters may sell the securities to
or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters
or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution
of the securities, and any institutional investors or others that purchase common stock directly and then resell the securities, may
be deemed to be underwriters, and any discounts or commissions received by them from us and any profit on the resale of the common stock
by them may be deemed to be underwriting discounts and commissions under the Securities Act.
We
may provide agents and underwriters with indemnification against particular civil liabilities, including liabilities under the Securities
Act, or contribution with respect to payments that the agents or underwriters may make with respect to such liabilities. Agents and underwriters
may engage in transactions with, or perform services for, us in the ordinary course of business.
We
may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. In
addition, we may enter into derivative transactions with third parties (including the writing of options), or sell securities not covered
by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection
with such a transaction, the third parties may, pursuant to this prospectus and the applicable prospectus supplement, sell securities
covered by this prospectus and the applicable prospectus supplement. If so, the third party may use securities borrowed from us or others
to settle such sales and may use securities received from us to close out any related short positions. We may also loan or pledge securities
covered by this prospectus and the applicable prospectus supplement to third parties, who may sell the loaned securities or, in an event
of default in the case of a pledge, sell the pledged securities pursuant to this prospectus and the applicable prospectus supplement.
The third party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement or in
a post-effective amendment.
To
facilitate an offering of a series of securities, persons participating in the offering may engage in transactions that stabilize, maintain,
or otherwise affect the market price of the securities. This may include over-allotments or short sales of the securities, which involves
the sale by persons participating in the offering of more securities than have been sold to them by us. In those circumstances, such
persons would cover such over-allotments or short positions by purchasing in the open market or by exercising the over-allotment option
granted to those persons. In addition, those persons may stabilize or maintain the price of the securities by bidding for or purchasing
securities in the open market or by imposing penalty bids, whereby selling concessions allowed to underwriters or dealers participating
in any such offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect
of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise
prevail in the open market. Such transactions, if commenced, may be discontinued at any time. We make no representation or prediction
as to the direction or magnitude of any effect that the transactions described above, if implemented, may have on the price of our securities.
Unless
otherwise specified in the applicable prospectus supplement, each class or series of securities will be a new issue with no established
trading market, other than our common stock, which is listed on The Nasdaq Capital Market. We may elect to list any other class or series
of securities on any exchange or market, but we are not obligated to do so. It is possible that one or more underwriters may make a market
in a class or series of securities, but the underwriters will not be obligated to do so and may discontinue any market making at any
time without notice. We cannot give any assurance as to the liquidity of the trading market for any of the securities.
In
order to comply with the securities laws of some U.S. states or territories, if applicable, the securities offered pursuant to this prospectus
will be sold in those states only through registered or licensed brokers or dealers. In addition, in some states securities may not be
sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification
requirement is available and complied with.
Any
underwriter may engage in overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation
M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Overallotment involves sales in excess of the
offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the
stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of the securities in the open market
after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from
a dealer when the securities originally sold by the dealer are purchased in a covering transaction to cover short positions. Those activities
may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of
these activities at any time.
Any
underwriters who are qualified market makers on The Nasdaq Capital Market may engage in passive market making transactions in the securities
on The Nasdaq Capital Market in accordance with Rule 103 of Regulation M, during the business day prior to the pricing of the offering,
before the commencement of offers or sales of the securities. Passive market makers must comply with applicable volume and price limitations
and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of
the highest independent bid for such security. If all independent bids are lowered below the passive market maker’s bid, however,
the passive market maker’s bid must then be lowered when certain purchase limits are exceeded.
LEGAL
MATTERS
The
validity of the issuance of the securities offered hereby will be passed upon for us by Sheppard, Mullin, Richter & Hampton LLP,
New York, NY. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will
name in the applicable prospectus supplement.
EXPERTS
The
financial statements of the Company as of December 31, 2020 and 2019 and the two years in the period ended December 31, 2020 have been
incorporated by reference in this Prospectus have been so incorporated in reliance on the report of dbbmckennon, an independent
registered public accounting firm, incorporated by reference herein, given upon their authority as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus constitutes a part of a registration statement on Form S-3 filed under the Securities Act. As permitted by the SEC’s
rules, this prospectus and any prospectus supplement, which form a part of the registration statement, do not contain all the information
that is included in the registration statement. You will find additional information about us in the registration statement. Any statements
made in this prospectus or any prospectus supplement concerning legal documents are not necessarily complete and you should read the
documents that are filed as exhibits to the registration statement or otherwise filed with the SEC for a more complete understanding
of the document or matter.
You
may read and copy the registration statement, as well as our reports, proxy statements, and other information, at the SEC’s Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information about the operation
of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. The SEC’s Internet site can be found at http://www.sec.gov. You can also
obtain copies of materials we file with the SEC from our website found at www.aditxt.com. Information on our website does not constitute
a part of, nor is it incorporated in any way, into this prospectus and should not be relied upon in connection with making an investment
decision.
INCORPORATION
OF DOCUMENTS BY REFERENCE
We
have filed a registration statement on Form S-3 with the U.S. Securities and Exchange Commission (the “SEC”) under the
Securities Act of 1933, as amended. This prospectus is part of the registration statement, however the registration statement includes
and incorporates by reference additional information and exhibits. The SEC permits us to “incorporate by reference” the information
contained in documents we file with the SEC, which means that we can disclose important information to you by referring you to those
documents rather than by including them in this prospectus. Information that is incorporated by reference is considered to be part of
this prospectus and you should read it with the same care that you read this prospectus. Information that we file later with the SEC
will automatically update and supersede the information that is either contained, or incorporated by reference, in this prospectus, and
will be considered to be a part of this prospectus from the date those documents are filed. We have filed with the SEC, and hereby incorporate
by reference in this prospectus:
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(a)
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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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(b)
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Our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 filed with the SEC on May 12, 2020;
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(c)
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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, May 25, 2021, and June 21, 2021;
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(d)
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Our
Definitive Proxy Statement on Schedule 14A for our 2021 Annual Meeting of Stockholders, filed with the Commission on April 5, 2021;
and
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(e)
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The
description of our 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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We
also incorporate by reference all documents (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) that are subsequently filed by us with SEC pursuant to Sections 13(a), 13(c), 14,
or 15(d) of the Exchange Act prior to the termination of the offering of the securities made by this prospectus (including documents
filed after the date of the initial Registration Statement of which this prospectus is a part and prior to the effectiveness of the Registration
Statement). These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current
Reports on Form 8-K, as well as proxy statements.
Any
statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will
be deemed to be modified or superseded to the extent that a statement contained in this prospectus or any subsequently filed document
that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement
You
may request, and we will provide you with, a copy of these filings, at no cost, by calling us at (650) 870-1200 or by writing to us at
the following address:
Aditx
Therapeutics, Inc.
2569
Wyandotte Street, Suite 101
Mountain
View, CA 94043
Attn.:
Secretary
32
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