Additional Proxy Soliciting Materials (definitive) (defa14a)
October 12 2021 - 4:28PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October
12, 2021
Aditxt, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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001-39336
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82-3204328
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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737 N. Fifth Street, Suite 200
Richmond, VA
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23219
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (650) 870-1200
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☒
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001
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ADTX
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 Regulation FD Disclosure
Attached as Exhibit 99.1 to this Current Report
on Form 8-K is an updated version of Aditxt, Inc.’s (the “Company”) investor presentation, which may be used in presentations
to investors from time to time.
The information in this Item 7.01 and Exhibit
99.1 of this Current Report on Form 8-K is furnished and shall not be deemed to be “filed” for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section.
The information in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be incorporated by reference into any
filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report,
regardless of any general incorporation language in any such filing.
Additional Information
and Where to Find It
This communication may
be deemed to be solicitation material in respect of the proposed transaction with AiPharma Global Holdings LLC (“AiPharma Global”).
If the definitive agreement is entered into with AiPharma Global, it is contemplated by the Transaction Agreement that, a Proxy Statement
/ Registration Statement on Form S-4 (the “Registration Statement”) will be filed with the Securities and Exchange Commission
(the “SEC”), which will include preliminary and definitive proxy statements to be distributed to the Company’s shareholders
in connection with the Company’s solicitation for proxies for the vote by the Company’s shareholders in connection with the
proposed transaction and other matters specified in the Proxy Statement / Registration Statement, as well as the prospectus
relating to the offer of securities to be issued to AiPharma Global’s shareholders in connection with the completion of the proposed
transaction. After the Proxy Statement / Registration Statement has been filed and declared effective, the Company will mail a definitive
proxy statement and other relevant documents to its shareholders as of the record date established for voting on the proposed business
combination. WE URGE INVESTORS TO READ THESE MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY AND THE DEFINITIVE AGREEMENT. Investors will be able to obtain free copies of these materials on the
SEC’s website at http://www.sec.gov. Free copies of the Company’s SEC filings are also available from Aditxt, Inc.,
737 N. Fifth Street, Suite 200, Richmond, VA 23219, Attn: Amro Albanna, Chief Executive Officer.
Participants in the
Solicitation
The Company and its executive
officers, directors, other members of management, employees and AiPharma Global may be deemed, under SEC rules, to be participants in
the solicitation of proxies from the Company’s shareholders with respect to the proposed transaction. Information regarding
the executive officers and directors of the Company is set forth in its definitive proxy statement for its 2021 annual meeting filed with
the SEC on April 5, 2021. More detailed information regarding the identity of potential participants, and their direct or indirect
interests, by securities holdings or otherwise, will be set forth in the Proxy Statement / Registration Statement on Form S-4 and other
materials to be filed with the SEC in connection with the Definitive Agreement.
INVESTMENT IN ANY SECURITIES
DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR
ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
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Description
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99.1
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Investor Presentation
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104
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Inline XBRL for the cover page of this Current Report on Form 8-K
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ADITXT, INC.
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Date: October 12, 2021
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By:
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/s/ Corinne Pankovcin
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Corinne Pankovcin
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President
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