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): November 24, 2021
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 1.01 Entry into a Material Definitive Agreement.
On November 24, 2021, Aditxt, Inc. (the “Company”) entered into a Warrant Reduction and Release Agreement (the “Warrant Reduction Agreement”) with certain investors (the “Investors”) that are the holders of warrants (the “Warrants”) issued in connection with the Securities Purchase Agreement dated as of August 25, 2021 by and between the Company and each of the Investors (the “Purchase Agreement”). Pursuant to the Warrant Reduction Agreement, the Company agreed to reduce the exercise price of the Warrants to $1.50 per share and to provide the Investors with a right to participate in certain future financings of the Company in consideration of the parties agreeing to certain mutual releases.
The foregoing description of the form of Warrant Reduction Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Warrant Reduction Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
1
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: November 24, 2021 | By: | /s/ Corinne Pankovcin |
| Corinne Pankovcin | ||
| President | ||
2