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): July
6, 2021
Aditxt, Inc.
(Exact name of registrant as specified in its charter)
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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: (909) 488-0844
Aditx Therapeutics, Inc.
2569 Wyandotte St., Suite 101
Mountain View, CA
(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))
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Securities registered pursuant to Section 12(b)
of the Act:
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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 5.03 Amendments to Articles of Incorporation of Bylaws; Change
in Fiscal Year.
Effective July 6, 2021, the
registrant (the “Company”) changed its corporate name from Aditx Therapeutics, Inc. to Aditxt, Inc. The name change was
effected following approval by the Company’s Board of Directors through the filing of a Certificate of Amendment to the
Company’s Amended and Restated Certificate of Incorporation. In accordance with Section 242(b)(1) of the Delaware General
Corporation Law, stockholder approval of the name change was not required. A copy of the Certificate of Amendment is attached hereto
as Exhibit 3.1 and incorporated by reference herein.
The name change does not affect the rights of the
Company’s security holders, creditors, customers or suppliers. The ticker symbol of the Company’s common stock on The Nasdaq
Capital Market will remain “ADTX.” Following the name change, any stock certificates that reflect the Company’s prior
name will continue to be valid. Certificates reflecting the new name will be issued in due course as old stock certificates are tendered
for exchange or transfer to our transfer agent.
Item 8.01 Other Events
On July 7, 2021, the Company
issued a press release announcing that it had relocated its corporate headquarters to Richmond, Virginia. 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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ADITX, INC.
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Date: July 8, 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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Exhibit 3.1
CERTIFICATE OF AMENDMENT
to the
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
of
ADITX THERAPEUTICS, INC.
ADITX THERAPEUTICS, INC.,
a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does
hereby certify as follows:
FIRST: The name of the Corporation
is Aditx Therapeutics, Inc. The Certificate of Incorporation was filed with the Secretary of State of the State of Delaware (the “Secretary
of State”) on September 28, 2017 and has been amended and restated by the Amended and Restated Certificate of Incorporation filed
with the Secretary of State on February 7, 2018, as amended on June 29, 2020 and May 24, 2021 (collectively, the “Certificate of
Incorporation”).
SECOND: The Certificate of
Incorporation is hereby amended solely to reflect a change in the name of the Corporation by replacing ARTICLE I thereof with the
following:
“The name of the corporation is
Aditxt, Inc. (the “Corporation”).”
THIRD: The board of directors
of the Corporation has adopted a resolution approving and declaring advisable the amendment described herein in accordance with the provisions
of Section 242(b)(1) of the General Corporation Law of the State of Delaware.
FOURTH: The amendment described
herein has been duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.
FIFTH: This Certificate of
Amendment shall become effective on July 6, 2021.
IN WITNESS WHEREOF, the Corporation
has caused this Certificate of Amendment to be duly adopted and executed in its corporate name and on its behalf by its duly authorized
officer on this 6th day of July, 2021.
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/s/ Amro Albanna
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Name: Amro Albanna
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Title: Chief Executive Officer
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Exhibit 99.1
Aditxt Opens its First High-Capacity Immune
Monitoring Center in
Richmond, VA
AditxtScoreTM Center to Become Global
Headquarters for Aditxt as a Biotech
Innovator Focused on Immune Health
Richmond, VA – DATE, 2021 – Aditxt, Inc. (Nasdaq: ADTX),
a biotech innovation company with a mission to improve the health of the immune system, today announced the opening of its AditxtScore™
Center in Richmond, VA. This high-capacity, CLIA-validated immune monitoring center will be capable of processing several million
complex immune system reports per year.
“The opening of the AditxtScore Center is a key step on AditxtScore’s
path to market, serving as a critical enabler to commercializing a new platform for personalized health,” said Amro Albanna, Co-founder
and Chief Executive Officer of Aditxt. “In addition to its operational and commercial capabilities, this facility will also help
accelerate new AditxtScore application development activities to address markets with significant growth potential. We believe it will
now be possible to rethink the way providers diagnose and treat disease through a deeper, more nuanced understanding of the immune system.”
Introduced earlier this year in a joint press conference with Governor
Ralph Northam, Richmond Mayor Levar Stoney and other local business executives and political officials, the AditxtScore
Center was built to support the growth of the AditxtScore platform, a pioneering new approach to immune and health monitoring that provides
a personalized profile of the immune system. By assessing an individual's immune biomarkers, AditxtScore is designed to measure indications
of immune response to specific disease. AditxtScore applications include the recently commercialized AditxtScore for COVID-19, developed
for use in detecting antibodies and neutralizing antibodies against SARS-CoV-2 antigens.
AditxtScore is offered through authorized channel partners. To find
an AditxtScore Channel Partner near you, please visit www.aditxtscore.com. AditxtScore is available for use as a CLIA-validated laboratory
developed test (LDT). This test is not for self-diagnosis and is not cleared or approved by the FDA.
About Aditxt:
Aditxt is developing technologies specifically focused on improving
the health of the immune system through immune monitoring and reprogramming. Aditxt’s immune monitoring technology is designed to
provide a personalized comprehensive profile of the immune system. Aditxt’s immune reprogramming technology is currently at the
pre-clinical stage and is designed to retrain the immune system to induce tolerance with an objective of addressing rejection of transplanted
organs, autoimmune diseases, and allergies. For more information, please visit: www.aditxt.com
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 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 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 those risks more fully discussed in the section titled “Risk Factors” in the Company’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.
Media and Investor Relations Contact:
Sunny Uberoi
Chief Communications Officer
Aditxt
ir@aditxt.com