Form 8-K - Current report

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): September 15, 2023

Aditxt, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-39336		82-3204328
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

737 N. Fifth Street, Suite 200 Richmond, VA		23219
(Address of principal executive offices)		(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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	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)		Name of each exchange on which registered
Common Stock, par value $0.001		ADTX		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 disclosed on a Current Report on Form 8-K filed in May 26, 2023, on May 23, 2023, Aditxt, Inc. (the “Company”) received written notice (the “May Notification Letter”) from Nasdaq that, based upon the stockholders equity reported by the Company in its Form 10-Q for the period ended March 31, 2023, and as of March 31, 2023, 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, or 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 May Notification Letter further provided that the Company had 45 calendar days, or until July 7, 2023, to submit a plan to regain compliance and if the plan is accepted by Nasdaq, an extension of up to 180 calendar days, or until November 19, 2023 to evidence compliance. On June 28, 2023, the Company received a letter from Nasdaq notifying the Company that it has failed to maintain compliance with the minimum bid price rule in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”) as the closing price of Company’s common stock has remained below $1.00 for over 30 consecutive trading days or meet the terms of the Panel Monitor, which had been initially issued on September 28, 2022 and extended to September 28, 2023 from March 28, 2023. As result, Staff issued a Delist Determination. On June 29, 2023, we submitted an appeal to Nasdaq, which stayed the delisting and suspension of our securities pending the decision of the Nasdaq Hearings Panel (the “Panel”) no later than 4:00 p.m. The hearing was held on August 31, 2023, which represented the tenth trading day that the closing price of our Common Stock was above $1.00 per share. At the hearing, we also presented our views and our plans to regain compliance with the stockholders’ equity requirement to the Panel.

On September 15, 2023, the Company received written notice from Nasdaq (the “September Notification Letter”) that it no longer meets the minimum 500,000 publicly held shares requirement for The Nasdaq Capital Market and it no longer complies with Nasdaq Listing Rule 5550(a)(4). The September Notification Letter stated that the Panel will consider this matter in their decision regarding the Company’s continued listing on The Nasdaq Capital Market.

Item 5.02 Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported, on July 21, 2023, Matthew Shatzkes tendered his resignation as Chief Legal Officer, General Counsel and Corporate Secretary of Aditxt, Inc. (the “Company”). In connection with his resignation, the Company entered into a Separation Agreement and General Release with Mr. Shatzkes (the “Separation Agreement”). Pursuant to the Separation Agreement, Mr. Shatzkes employment with the Company terminated on August 4, 2023 (the “Termination Date”). In addition, the Company agreed to pay Mr. Shatzkes within seven days after the Termination Date: (i) $122,292.32, representing all accrued salary and wages (inclusive of Base Compensation and earned Subsequent Quarterly Bonus amounts, as those terms are defined in Mr. Shatzkes employment agreement) (the “Accrued Salary and Wages”), and (ii) $32,575.84, representing Mr. Shatzkes accrued, but unused paid time off (the “Accrued PTO”). On August 11, 2023, the Company paid Mr. Shatzkes $64,808. Pursuant to the Separation Agreement, the Company also agreed to pay Mr. Shatzkes: (i) $385,000, representing 12 months of Mr. Shatzkes Base Compensation (as that term is defined in Mr. Shatzkes employment agreement) (the “Severance Base Compensation”), and (ii) $290,000, representing Mr. Shatzkes Subsequent Year Minimum Bonus (as such term is defined in Mr. Shatzkes employment agreement) (the “Severance Bonus”), on the 60th day following the Termination Date. In addition, the Company shall reimburse Mr. Shatzkes COBRA premium for a period of 12 months and shall cause any restricted stock units granted to Mr. Shatzkes to immediately vest as of the Termination Date.

As previously reported, on August 15, 2023, the Company entered into the first Amendment to Separation Agreement and General Release with Mr. Shatzkes (the “Separation Agreement First Amendment”). Pursuant to the Separation Agreement First Amendment, the Company was required to pay Mr. Shatzkes, upon the earlier of (i) September 1, 2023 or (ii) two business days following the closing of a capital raise by the Company, an amount equal to $91,060.16, which amount represents the balance of Mr. Shatzkes’ Accrued Salary and Wages and Accrued PTO plus an additional $1,000 to serve as consideration for entering into the Separation Agreement First Amendment. In addition, under the Separation Agreement First Amendment, the Company was required to pay Mr. Shatzkes the Severance Base Compensation and the Severance Bonus upon the earlier of (i) the 60^th day following the Termination Date or (ii) two business days following the closing of a capital raise by the Company.

On September 18, 2023, the Company entered into the second Amendment to Separation Agreement and General Release with Mr. Shatzkes (the “Separation Agreement Second Amendment”) pursuant to which the Company agreed that no later than September 20, 2023, it will pay Mr. Shatzkes: (i) $91,560.16, which amount represents the balance of Mr. Shatzkes’ Accrued Salary and Wages and Accrued PTO plus an additional $1,000 to serve as consideration for entering into the Separation Agreement First Amendment; and (ii) $500, representing consideration for entering into the Separation Agreement Second Amendment.

The foregoing summary of the Separation Agreement Second Amendment does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement Second Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Exhibit
10.1		Second Amendment to Separation Agreement and General Release dated September 18, 2023
104		Cover Page Interactive Data File (embedded within the XBRL document)

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.

	ADITXT, INC.

Date: September 21, 2023	By:	/s/ Amro Albanna
		Amro Albanna
		Chief Executive Officer

Exhibit 10.1

SECOND AMENDMENT TO

SEPARATION AGREEMENT AND GENERAL RELEASE

This second amendment (“Amendment”) dated as of September 18, 2023 (“Amendment Effective Date”) to that certain Separation Agreement and General Release dated as of July 27, 2023, as amended August 15, 2023 (the “Agreement”), is entered into by and between Matthew Shatzkes (“Employee”), and Aditxt, Inc., a Delaware corporation (“Employer”, and together with Employee, the “Parties” and each, a “Party”). All defined terms used herein that are not otherwise defined are used as defined in the Agreement.

WHEREAS, pursuant to Section 13 of the Agreement, the Parties desire to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration for the promises contained herein and the mutual obligations of the Parties, the receipt and sufficiency of which are hereby expressly acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

Article 1. Amendments.

Section 1.1. The first three sentences of Section 1 of the Agreement (as amended) are deleted in their entirety and replaced with the following:

“Employee acknowledges that he has been paid the following amounts, less applicable deductions: (i) twenty two thousand two hundred twelve dollars and zero cents ($22,212.00), representing Employee’s accrued Base Compensation (as that term is defined in the Executive Agreement) through the Termination Date; (ii) ten thousand twenty dollars and sixteen cents ($10,020.16), representing a portion of Employee’s Subsequent Quarterly Bonus (as that term is defined in the Executive Agreement); and (iii) thirty-two thousand five hundred seventy-five dollars and eighty-four cents ($32,575.84), representing Employee’s accrued, but unused paid time off as of the Termination Date, which was one hundred and seventy-six (176) hours. No later than September 20, 2023, Employer shall pay to Employee the following amounts, less applicable deductions: (i) ninety thousand sixty dollars and sixteen cents ($90,060.16), representing the balance of Employee’s Subsequent Quarterly Bonus; (ii) one thousand dollars ($1,000), representing consideration for entering into the first amendment; and (iii) five hundred dollars ($500), to serve as consideration for executing this Amendment.”

Section 1.2. The last sentence in each of Section 2(a) and Section 2(b) of the Agreement (as amended) is deleted in its entirety and replaced with the following:

“Such amount shall be paid in one lump sum no later than September 20, 2023.”

Section 1.3. Except as expressly provided in this Amendment, all other terms, conditions and provisions of the Agreement shall continue in full force and effect as provided therein.

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Article 2. Miscellaneous.

Section 2.1 Severability. Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.

Section 2.2 Ratifications. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Agreement and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Agreement are ratified and confirmed and shall continue in full force and effect. The Parties agree that the Agreement, as amended by this Amendment, shall continue to be legal, valid, binding and enforceable in accordance with its terms. This Amendment shall be binding upon, and shall inure to the benefit of the Parties and their respective successors and assigns. Except as expressly provided herein, the execution and delivery of this Amendment shall not extend, modify or waive any term or condition of the Agreement.

Section 2.3 Counterparts. This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original, but all of which constitute one instrument. In making proof of this Amendment, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the Parties. Signatures transmitted by facsimile, electronic mail or other electronic transmission shall be effective as originals.

Section 2.4 Entire Agreement. This Amendment and the Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

Section 2.5 Governing Law. The terms and provisions of Section 15 of the Agreement are incorporated herein by reference as if set forth herein and shall apply mutatis mutandis to this Amendment.

[Signature Page to Follow]

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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the Amendment Effective Date.

Aditxt, Inc.

By:	/s/ Amro Albanna	By:	/s/ Matthew Shatzkes
Name:	Amro Albanna	Name:	Matthew Shatzkes
Title:	Co-Founder and Chief Executive Officer
		Date:	September 18, 2023
Date:	September 18, 2023

[Signature Page to Second Amendment to Separation Agreement and General Release]

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Cover	Sep. 15, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 15, 2023
Entity File Number	001-39336
Entity Registrant Name	Aditxt, Inc.
Entity Central Index Key	0001726711
Entity Tax Identification Number	82-3204328
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	737 N. Fifth Street
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Richmond
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23219
City Area Code	650
Local Phone Number	870-1200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001
Trading Symbol	ADTX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false