Current Report Filing (8-k)
November 24 2021 - 10:39AM
Edgar (US Regulatory)
0001726711
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0001726711
2021-11-24
2021-11-24
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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): November 24, 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
1.01 Entry into a Material Definitive Agreement.
On
November 24, 2021, Aditxt, Inc. (the “Company”) entered into a Warrant Reduction and Release Agreement (the “Warrant
Reduction Agreement”) with certain investors (the “Investors”) that are the holders of warrants (the “Warrants”)
issued in connection with the Securities Purchase Agreement dated as of August 25, 2021 by and between the Company and each of the Investors
(the “Purchase Agreement”). Pursuant to the Warrant Reduction Agreement, the Company agreed to reduce the exercise price
of the Warrants to $1.50 per share and to provide the Investors with a right to participate in certain future financings of the Company
in consideration of the parties agreeing to certain mutual releases.
The
foregoing description of the form of Warrant Reduction Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of the form of Warrant Reduction Agreement, a copy of which will be
filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
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: November 24, 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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2
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