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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): October
23, 2024
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.) |
2569 Wyandotte Street, Suite 101, Mountain View, CA |
|
94043 |
(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 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On October 23, 2024, the Board
of Directors (the “Board”) of Aditxt, Inc. (the “Company”), with the recommendation of the Nominating and
Corporate Governance Committee, appointed Ms. Sylvia Hermina as a member of the Board.
Ms. Hermina was not selected
as a director pursuant to any arrangements or understandings with the Company or with any other person, and there are no related party
transactions between Ms. Hermina and the Company that would require disclosure under Item 404(a) of Regulation S-K.
Set forth below is the biographical
information of Ms. Hermina, as required by Item 401 of Regulation S-K.
Sylvia Hermina, 45, has over 20
years of experience advising public companies on corporate governance, mergers and acquisitions, and shareholder relations. Ms. Hermina
currently serves as Senior Vice President of Kingsdale Advisors, a governance and proxy solicitation firm. Prior to joining Kingsdale
Advisors, Ms. Hermina served as Senior Vice President of Laurel Hill Advisory Group, LLC, a shareholder communications and advisory firm
from August 2010 through March 2014. She also served as Managing Director of The Altman Group, Inc., a proxy advisory firm from October
2003 through June 2010. In addition, she served as an Account Executive at Georgeson Shareholder Communications from July 1996 through
August 2000 and as Operational Account Executive at Corporate Investor Communications, Inc. from July 1996 through August 2000. Ms. Hermina
holds a Bachelor of Science degree in Business Administration, Management and Marketing from Montclair State University. Sylvia is a member
of the Society of Corporate Governance & the National Investor Relations Institute (NIRI).
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.
|
ADITXT, INC. |
|
|
|
Date: October 29, 2024 |
By: |
/s/ Amro Albanna |
|
|
Amro Albanna |
|
|
Chief Executive Officer |
Exhibit 99.1
Sylvia Hermina Joins Aditxt’s Board
of Directors, Elevating Leadership with Broader Perspectives
Mountain View, CA October 29, 2024 - Aditxt,
Inc. (“Aditxt” or the “Company”) (NASDAQ: ADTX), a social innovation platform dedicated to accelerating promising
health innovations, today announced the appointment of Sylvia Hermina to its Board of Directors. With over 20 years of experience advising
public companies on corporate governance, mergers and acquisitions, and shareholder relations, Ms. Hermina brings a wealth of expertise
in fostering effective and impactful engagement between management teams and stakeholders.
Throughout her career, Ms. Hermina has advised
NYSE and NASDAQ listed companies on governance best practices and developed communication strategies tailored to retail and institutional
investors. As Senior Vice President at Kingsdale Advisors, Inc., she has spearheaded the firm’s U.S. expansion, led strategic initiatives
for mergers and acquisitions, and provided essential guidance on shareholder activism preparedness.
“We are thrilled to welcome Sylvia
to our Board, especially at this defining stage,” said Amro Albanna, Co-Founder, Chairman, and CEO of Aditxt. “As we accelerate
our current immune and precision health missions and expand into women’s health, it is vital to ensure that women’s perspectives
and voices are represented at the highest level of decision-making. Sylvia’s knowledge and belief of Aditxt and its mission and
extensive governance background will be an invaluable asset as we continue to scale our business and accelerate the growth of our programs.”
Ms. Hermina added, “I am delighted
to join Aditxt’s Board of Directors and collaborate with the team to drive the company’s vision and growth. I
look forward to working with the Board and management to support the breakthroughs that could potentially change people's lives worldwide
while concurrently driving long-term shareholder value.”
About Aditxt, Inc.
Aditxt, Inc.® is a social innovation
platform dedicated to accelerating promising health innovations. Aditxt’s ecosystem of research institutions, industry partners,
and shareholders collaboratively drives their mission to "Make Promising Innovations Possible Together." The innovation platform
is the cornerstone of Aditxt’s strategy, where multiple disciplines drive disruptive growth and address significant societal challenges.
Aditxt operates a unique model that democratizes innovation, ensures every stakeholder’s voice is heard and valued and empowers
collective progress.
Aditxt currently operates two programs focused
on immune health and precision health. The Company plans to introduce two additional programs dedicated to public health and women’s
health. For these, Aditxt has entered into an Arrangement Agreement with Appili Therapeutics, Inc. (“Appili”) (TSX: APLI;
OTCPink: APLIF), which focuses on infectious diseases, and a Merger Agreement with Evofem Biosciences, Inc. (OTCQB: EVFM). Each program
will be designed to function autonomously while collectively advancing Aditxt’s mission of discovering, developing, and deploying
innovative health solutions to tackle some of the most urgent health challenges. The closing of each of the transactions with Appili and
Evofem is subject to several conditions, including but not limited to approval of the transactions by the respective target shareholders
and Aditxt raising sufficient capital to fund its obligations at closing. No assurance can be provided that all of the conditions to closing
will be obtained or satisfied or that either of the transactions will ultimately close.
For more information, www.aditxt.com.
Follow us on:
LinkedIn: https://www.linkedin.com/company/aditxt
Facebook: https://www.facebook.com/aditxtplatform/
Forward-Looking Statements
Certain statements
in this press release constitute “forward-looking statements” within the meaning of federal securities laws. Forward-looking
statements include statements regarding the Company’s intentions, beliefs, projections, outlook, analyses, or current expectations
concerning, among other things, the Company’s ongoing and planned product and business development; the Company’s ability
to finance and execute its strategic M&A initiatives; the Company’s ability to obtain the necessary funding and partner to
commence clinical trials; the Company’s intellectual property position; the Company’s ability to develop commercial functions;
expectations regarding product launch and revenue; the Company’s results of operations, cash needs, spending, financial condition,
liquidity, prospects, growth, and strategies; the Company’s ability to raise additional capital; the industry in which the Company
operates; and the trends that may affect the industry or the Company. Forward-looking statements are not guarantees of future performance,
and actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors,
as well as market and other conditions and those risks more fully discussed in the section titled “Risk Factors” in Aditxt’s
most recent Annual Report on Form 10-K, as well as discussions of potential risks, uncertainties, and other important factors in the
Company’s other filings with the Securities and Exchange Commission. All such statements speak only as of the date made, and the
Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
Media Relations Contact:
Mary O’ Brien
mobrien@aditxt.com
(516) 753-9933
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