Current Report Filing (8-k)
August 26 2022 - 4:17PM
Edgar (US Regulatory)
0001726711
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0001726711
2022-08-24
2022-08-24
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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): August
24, 2022
Aditxt, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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001-39336 |
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82-3204328 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
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(IRS Employer
Identification No.) |
737 N. Fifth Street, Suite 200 Richmond, VA |
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23219 |
(Address of principal executive offices) |
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(Zip Code) |
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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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
|
Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, par value $0.001 |
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ADTX |
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The Nasdaq Stock Market LLC |
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing
As previously reported by Aditxt, Inc. (the “Company”)
on a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 20, 2022, the Company
received a letter from the Staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”)
stating that the Company had not regained compliance with the minimum bid price rule in Nasdaq Listing Rule 5550(a)(2) (the “Minimum-Bid
Price Requirement”) by July 18, 2022. The letter further indicated that the Company’s common stock would be suspended from
trading on Nasdaq unless the Company requested a hearing before a Hearings Panel (the “Panel”) no later than 4:00 p.m. Eastern
Time on July 26, 2022.
The Company timely requested the aforementioned hearing
with the Panel, which request stayed any trading suspension of the Company’s common stock until the completion of the Nasdaq hearing
process and the expiration of any additional extension period granted by the Panel following the hearing.
In addition to the foregoing, on August 24, 2022,
the Company received written notice (the “Notice”) from the Staff stating that, based upon the stockholders equity reported
by the Company in its Form 10-Q for the period ended June 30, 2022, and as of August 15, 2022, the Company was no longer in compliance
with Nasdaq Listing Rule 5550(b)(1), which requires a company to maintain a minimum of $2,500,000 in stockholders’ equity, a market
value of listed securities of at least $35 million, or net income from continuing
operations of $500,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years (the “Continued
Listing Requirements”).
The Company is working diligently to satisfy the Minimum-Bid
Price and Continued Listing Requirements. However, there can be no assurance
that the Company will be able to satisfy the Minimum-Bid Price Requirement or the Continued
Listing Requirements prior to the hearing date or at all.
SIGNATURES
Pursuant to the requirements of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 26, 2022 |
ADITXT, INC. |
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By: |
/s/ Amro Albanna |
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Name: |
Amro Albanna |
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Title: |
Chief Executive Officer |
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