Current Report Filing (8-k)
December 07 2021 - 6:42AM
Edgar (US Regulatory)
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2021-12-01
2021-12-01
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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):
December 1, 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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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
December 1, 2021, Aditxt, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
with Dawson James Securities, Inc., as representative of the several underwriters identified therein (the “Underwriters”),
relating to the public offering (the “Offering”) by the Company of 16,575,000 units (the “Units”), with each unit
comprised of one share of the Company’s common stock (the “Shares”) and one Series C warrant to purchase one Share at
an exercise price of $1.15 per share (the “Series C Warrants”).
The
Company also offered to those purchasers, if any, whose purchase of common stock in the Offering would otherwise result in such purchaser,
together with its affiliates and certain related parties, beneficially owning more than 4.99% of the Company’s outstanding common
stock immediately following the consummation of the Offering, the opportunity, in lieu of purchasing Units, to purchase pre-funded warrants,
(the “Pre-Funded Units”). Each Pre-Funded Warrant was offered and sold together with the same Series C Warrants described
above being sold with each share of common stock. For each Pre-Funded Unit purchased in the Offering in lieu of Units, the Company reduced
the number of Units being sold in the Offering on a one-for-one basis.
The
Units were offered, issued and sold at a price to the public of $1.05 per share under a prospectus supplement and accompanying prospectus
filed with the Securities and Exchange Commission (the “SEC”) pursuant to an effective shelf registration statement filed
with the SEC on Form S-3 (File No. 333-257645), which was declared effective by the SEC on July 13, 2021. The Company may
loan up to $5,315,500 of the proceeds from the offering to AiPharma Global Holdings LLC (“AiPharma
Global”), pursuant to the terms of the Company’s credit agreement with AiPharma Global, as amended. As a result, the amount
that would be outstanding under the credit agreement, as amended, following such loan would be $14,500,000.
The
Underwriting Agreement contained customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, other obligations
of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were
made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and were
subject to limitations agreed upon by the contracting parties.
The
Underwriting Agreement and Series C Warrant Agreement (including the form of Series C Warrant) are filed as Exhibits 1.1 and 10.1, respectively,
hereto and are incorporated herein by reference. The foregoing descriptions of the terms of the Underwriting Agreement and Series C Warrant
are qualified in their entirety by reference to such exhibits. A copy of the opinion of Sheppard, Mullin, Richter & Hampton LLP relating
to the legality of the issuance and sale of the Shares in the Offering is attached as Exhibit 5.1 hereto.
Item 8.01. Other Events.
On
December 6, 2021, the Company closed the Offering of the Units at a price to the public of $1.05 per Unit for net proceeds of approximately
$16.2 million, after deducting the underwriting discount. The Shares are listed on The NASDAQ Capital Market.
Item 9.01. Financial Statement and Exhibits.
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: December 7, 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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