Aditxt, Inc. (Form: 8-K, Received: 12/03/2021 17:01:20)

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): December 1, 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.

As previously reported in the Current Report on Form 8-K filed by Aditxt, Inc. (the “Company”) on October 8, 2021 (the “October 8-K”), the Company entered into a transaction agreement on October 4, 2021 (the “Transaction Agreement”) with AiPharma Global Holdings LLC (“AiPharma Global”), pursuant to which the Company agreed to reach a definitive agreement (the “Definitive Agreement”) no later than November 30, 2021 to acquire a subsidiary (“AiPharma Subsidiary”) of AiPharma Global, which is to own all of the assets of AiPharma Global following a restructuring of AiPharma Global, subject to certain termination rights as described in the October 8-K.

As previously disclosed in the Company’s Current Report on Form 8-K dated August 30, 2021, the Company entered into a secured credit agreement dated August 27, 2021 (the “Credit Agreement”) with AiPharma Global and certain affiliated entities, pursuant to which the Company made a secured loan to AiPharma Global in the principal amount of $6.5 million, which was subsequently increased to $8.5 million upon entering into the Transaction Agreement. In connection with the Credit Agreement, the Company entered into security agreements with certain affiliates of AiPharma Global.

On December 1, 2021, the Company entered into an amendment to the Transaction Agreement (the “Transaction Agreement Amendment”) with AiPharma Global, pursuant to which the Company agreed to: (i) extend the outside date by which the parties shall reach a definitive agreement from November 30, 2021 to December 16, 2021, (ii) to remove the Termination Fee (as defined in the October 8-K), and (iii) to require the Company to make an aggregate cash payment of $500,000, in one or more payments, upon the initial closing or secondary closing under the Transaction Agreement. In connection with the Transaction Agreement Amendment, the Company entered into an amendment to the Credit Agreement (the “Credit Agreement Amendment”) with AiPharma Global, pursuant to which the Company agreed to: (i) reduce the borrowing capacity under the Credit Agreement from $8.5 million to $8 million, and (ii) extend the maturity date of the loan to December 16, 2021.

On December 2, 2021, the Company issued a press release announcing that it had entered into the Transaction Agreement Amendment and the Credit Agreement Amendment.

The foregoing descriptions of the Transaction Agreement Amendment and Credit Agreement Amendment are qualified in their entirety to the complete text of the Transaction Agreement Amendment and Credit Agreement Amendment, copies of which will be filed as exhibits to the Company’s Annual Report on Form 10-K for the year December 31, 2021, and are intended to provide investors and security holders with information regarding their respective terms. Such descriptions are not intended to provide any other factual information about the Company, AiPharma Global or AiPharma Subsidiary. The Transaction Agreement, as amended and Credit Agreement, as amended, contain representations and warranties that the parties to such agreements made to, and solely for the benefit of, each other. The assertions embodied in those representations and warranties are subject, in some cases, to specified exceptions, qualifications, limitations and supplemental information, including knowledge qualifiers and contractual standards of materiality, such as materiality qualifiers and the occurrence of a material adverse effect, that are different from those generally applicable under federal securities law, as well as detailed information set forth in disclosure letter provided by us in connection with signing the Transaction Agreement and Credit Agreement. In addition, some representations and warranties may have been included in the Transaction Agreement and Credit Agreement for the purpose of allocating risk between the Company and AiPharma Global rather than to establish matters as facts. The Transaction Agreement, as amended and Credit Agreement, as amended are described in this Current Report on Form 8-K only to provide you with information regarding their respective terms and conditions, and not to provide any other factual information regarding the Company or its business. Accordingly, you should not rely on the representations and warranties as characterizations of the actual state of facts, since (i) they were made only as of the respective dates of the Transaction Agreement or Credit Agreement, or a prior, specified date, (ii) in some cases they are subject to knowledge, materiality and material adverse effect qualifiers, and (iii) they are modified in important part by detailed information included in the disclosure letter. Finally, information concerning the subject matter of the representations and warranties may have changed since the respective dates of the Transaction Agreement, as amended, or Credit Agreement, as amended, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

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Additional Information and Where to Find It

If the Definitive Agreement is entered into, it is contemplated by the Transaction Agreement that, a Proxy Statement / Registration Statement on Form S-4 (the “Registration Statement”) will be filed with the Securities and Exchange Commission (the “SEC”), which will include preliminary and definitive proxy statements to be distributed to Aditxt’s shareholders in connection with Aditxt’s solicitation for proxies for the vote by Aditxt’s shareholders in connection with the proposed transaction and other matters specified in the Proxy Statement / Registration Statement, as well as the prospectus relating to the offer of securities to be issued to AiPharma Global’s shareholders in connection with the completion of the proposed transaction. After the Proxy Statement / Registration Statement has been filed and declared effective, Aditxt will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the proposed business combination. WE URGE INVESTORS TO READ THESE MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE DEFINITIVE AGREEMENT. Investors will be able to obtain free copies of these materials on the SEC’s website at http://www.sec.gov. Free copies of the Company’s SEC filings are also available from Aditxt, Inc., 737 N. Fifth Street, Suite 200, Richmond, VA 23219, Attn: Amro Albanna, Chief Executive Officer.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Participants in the Solicitation

The Company and its executive officers, directors, other members of management, employees and AiPharma Global may be deemed, under SEC rules, to be participants in the solicitation of proxies from the Company’s shareholders with respect to the proposed transaction. Information regarding the executive officers and directors of the Company is set forth in its definitive proxy statement for its 2021 annual meeting filed with the SEC on April 5, 2021. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by securities holdings or otherwise, will be set forth in the Proxy Statement / Registration Statement on Form S-4 and other materials to be filed with the SEC in connection with the Definitive Agreement.

Item 8.01. Other Events.

On December 2, 2021, the Company issued a press release announcing that it had entered into the Transaction Agreement Amendment and Credit Agreement Amendment. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release, dated December 2, 2021
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

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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: December 3, 2021	By:	/s/ Corinne Pankovcin
		Corinne Pankovcin
		President

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Exhibit 99.1

Aditxt extends the timeline to sign the definitive agreement to acquire AiPharma Global to December 16, 2021

Richmond, VA – December 02, 2021 – Aditxt, Inc. (“Aditxt” or the “Company”) (Nasdaq: ADTX), a biotech innovation company with a mission to improve the health of the immune system, announced today that it has entered into an amendment to its previously announced transaction agreement with AiPharma Global extending the outside date by which the parties have to execute a definitive agreement from November 30, 2021 to December 16, 2021, and to remove the $4 million termination fee from the transaction agreement and associated credit agreement. In addition, the parties agreed to reduce AiPharma Global’s borrowing capacity under the credit agreement from $8.5 million to $8 million and to require an aggregate cash payment of $500,000 to be made in one or more payments at the initial closing and/or secondary closing, as mutually agreed by the parties.

Amro Albanna, Co-Founder and CEO of Aditxt stated, “We are continuing to work towards a definitive agreement with AiPharma Global and are excited by certain opportunities that they are presently pursuing which align with our business and financial objectives for 2022.”

The acquisition is subject to confirmatory due diligence, entry into a definitive agreement based on agreed terms and other closing conditions, including regulatory, board, shareholder, and Nasdaq approvals. There is no assurance that the aforementioned approvals will be granted.

About Aditxt™

Aditxt develops technologies 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, currently in the preclinical state, is designed to retrain the immune system to induce tolerance with an objective of addressing rejection of transplanted organs, autoimmune diseases, and allergies. AditxtScore™ for COVID-19 is Aditxt’s proprietary immune profile technology to equip people with information about their personal level of protection. For more information, please visit: www.aditxt.com www.AditxtScore™.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:

Aditxt, Inc.

ir@aditxt.com