Item
1.01 Entry into a Material Definitive Agreement.
As
previously reported in the Current Report on Form 8-K filed by Aditxt, Inc. (the “Company”) on October 8, 2021 (the “October
8-K”), the Company entered into a transaction agreement on October 4, 2021 (the “Transaction Agreement”) with AiPharma
Global Holdings LLC (“AiPharma Global”), pursuant to which the Company agreed to reach a definitive agreement (the “Definitive
Agreement”) no later than November 30, 2021 to acquire a subsidiary (“AiPharma Subsidiary”) of AiPharma Global, which
is to own all of the assets of AiPharma Global following a restructuring of AiPharma Global, subject to certain termination rights as
described in the October 8-K.
As
previously disclosed in the Company’s Current Report on Form 8-K dated August 30, 2021, the Company entered into a secured credit
agreement dated August 27, 2021 (the “Credit Agreement”) with AiPharma Global and certain affiliated entities, pursuant to
which the Company made a secured loan to AiPharma Global in the principal amount of $6.5 million, which was subsequently increased to
$8.5 million upon entering into the Transaction Agreement. In connection with the Credit Agreement, the Company entered into security
agreements with certain affiliates of AiPharma Global.
On
December 1, 2021, the Company entered into an amendment to the Transaction Agreement (the “Transaction Agreement Amendment”)
with AiPharma Global, pursuant to which the Company agreed to: (i) extend the outside date by which the parties shall reach a definitive
agreement from November 30, 2021 to December 16, 2021, (ii) to remove the Termination Fee (as defined in the October 8-K), and (iii)
to require the Company to make an aggregate cash payment of $500,000, in one or more payments, upon the initial closing or secondary
closing under the Transaction Agreement. In connection with the Transaction Agreement Amendment, the Company entered into an amendment
to the Credit Agreement (the “Credit Agreement Amendment”) with AiPharma Global, pursuant to which the Company agreed to:
(i) reduce the borrowing capacity under the Credit Agreement from $8.5 million to $8 million, and (ii) extend the maturity date of the
loan to December 16, 2021.
On
December 2, 2021, the Company issued a press release announcing that it had entered into the Transaction Agreement Amendment and the
Credit Agreement Amendment.
The
foregoing descriptions of the Transaction Agreement Amendment and Credit Agreement Amendment are qualified in their entirety to the complete
text of the Transaction Agreement Amendment and Credit Agreement Amendment, copies of which will be filed as exhibits to the Company’s
Annual Report on Form 10-K for the year December 31, 2021, and are intended to provide investors and security holders with information
regarding their respective terms. Such descriptions are not intended to provide any other factual information about the Company,
AiPharma Global or AiPharma Subsidiary. The Transaction Agreement, as amended and Credit Agreement, as amended, contain representations
and warranties that the parties to such agreements made to, and solely for the benefit of, each other. The assertions embodied
in those representations and warranties are subject, in some cases, to specified exceptions, qualifications, limitations and supplemental
information, including knowledge qualifiers and contractual standards of materiality, such as materiality qualifiers and the occurrence
of a material adverse effect, that are different from those generally applicable under federal securities law, as well as detailed information
set forth in disclosure letter provided by us in connection with signing the Transaction Agreement and Credit Agreement. In addition,
some representations and warranties may have been included in the Transaction Agreement and Credit Agreement for the purpose of allocating
risk between the Company and AiPharma Global rather than to establish matters as facts. The Transaction Agreement, as amended and
Credit Agreement, as amended are described in this Current Report on Form 8-K only to provide you with information regarding their
respective terms and conditions, and not to provide any other factual information regarding the Company or its business. Accordingly,
you should not rely on the representations and warranties as characterizations of the actual state of facts, since (i) they were
made only as of the respective dates of the Transaction Agreement or Credit Agreement, or a prior, specified date, (ii) in some
cases they are subject to knowledge, materiality and material adverse effect qualifiers, and (iii) they are modified in important
part by detailed information included in the disclosure letter. Finally, information concerning the subject matter of the representations
and warranties may have changed since the respective dates of the Transaction Agreement, as amended, or Credit Agreement, as amended,
which subsequent information may or may not be fully reflected in the Company’s public disclosures.
Additional
Information and Where to Find It
If
the Definitive Agreement is entered into, 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 Aditxt’s shareholders in connection with Aditxt’s
solicitation for proxies for the vote by Aditxt’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, Aditxt 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.
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.
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.