Current Report Filing (8-k)
December 13 2021 - 5:06PM
Edgar (US Regulatory)
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2021-12-10
2021-12-10
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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
10, 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.
As contemplated by the Letter
of Intent (as defined below) Aditxt, Inc., (the “Company”) entered into a secured credit agreement dated December 8, 2021
(the “Credit Agreement”) and signed on December 10, 2021 with the Target Company (as defined below), pursuant to which the
Company made a secured loan to the Target Company in the principal amount of $500,000 (the “Initial Loan”) and agreed to make
additional secured loans, as requested by the Target Company and approved by the Company, in an amount not to exceed $4.5 million (the
“Additional Loans” and together with the Initial Loan, the “Loans”). The Loans bear interest at a rate of 8% per
annum and mature on December 8, 2022, provided, that the Letter of Intent currently contemplates that the Loans will be forgivable upon
the closing of the acquisition contemplated by the Letter of Intent. The Credit Agreement also contains certain covenants that prohibit
the Target Company from incurring additional indebtedness, entering into any fundamental transactions, issuing any equity interests subject
to certain limited exceptions, or making any dispositions of its property. In connection with the Credit Agreement, the Company entered
into a Security Agreement with the Target Company, pursuant to which the Target Company granted the Company a security interest in all
of the Target Company’s assets as security for the Loan.
The foregoing descriptions
of the Credit Agreement and Security Agreement do not purport to be complete and are qualified in their entirety by reference to the full
text of the Credit Agreement and Securities Agreement, copies of which will be filed as exhibits to the Company’s Annual Report
on Form 10-K for the year ended December 31, 2021.
Item 8.01 Other Events
On December 13, 2021, the
Company issued a press release announcing that it had entered into a non-binding letter of intent (the “Letter of Intent”)
to acquire a rapid diagnostic technology development company (the “Target Company”).
A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) 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 13, 2021
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By:
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/s/ Corinne Pankovcin
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Corinne Pankovcin
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Chief Financial Officer
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