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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): December 10, 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 contemplated by the Letter of Intent (as defined below) Aditxt, Inc., (the “Company”) entered into a secured credit agreement dated December 8, 2021 (the “Credit Agreement”) and signed on December 10, 2021 with the Target Company (as defined below), pursuant to which the Company made a secured loan to the Target Company in the principal amount of $500,000 (the “Initial Loan”) and agreed to make additional secured loans, as requested by the Target Company and approved by the Company, in an amount not to exceed $4.5 million (the “Additional Loans” and together with the Initial Loan, the “Loans”). The Loans bear interest at a rate of 8% per annum and mature on December 8, 2022, provided, that the Letter of Intent currently contemplates that the Loans will be forgivable upon the closing of the acquisition contemplated by the Letter of Intent. The Credit Agreement also contains certain covenants that prohibit the Target Company from incurring additional indebtedness, entering into any fundamental transactions, issuing any equity interests subject to certain limited exceptions, or making any dispositions of its property. In connection with the Credit Agreement, the Company entered into a Security Agreement with the Target Company, pursuant to which the Target Company granted the Company a security interest in all of the Target Company’s assets as security for the Loan.

 

The foregoing descriptions of the Credit Agreement and Security Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Credit Agreement and Securities Agreement, copies of which will be filed as exhibits to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

 

Item 8.01 Other Events

 

On December 13, 2021, the Company issued a press release announcing that it had entered into a non-binding letter of intent (the “Letter of Intent”) to acquire a rapid diagnostic technology development company (the “Target Company”). 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.

 

Exhibit No.   Description
99.1   Press release dated December 13, 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 13, 2021 By: /s/ Corinne Pankovcin
    Corinne Pankovcin
    Chief Financial Officer

 

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Exhibit 99.1

 

 

Aditxt, Inc. Signs Non-Binding Letter of Intent to Acquire Point-of-Care Diagnostic Technology Development Company

 

The target holds an exclusive license in U.S. & Canada for at-home and in-office rapid antigen COVID-19 test

 

EUA application for the COVID-19 rapid antigen test was submitted in September 2021

 

Target acquisition has a range of rapid Point-of-Care diagnostics within their portfolio, including tests for celiac, and ovarian and prostate cancer

 

Richmond, VA – December 13, 2021 – Aditxt, Inc. (“Aditxt” or the “Company”) (Nasdaq: ADTX), a biotech innovation company with a mission to improve the health of the immune system, today announced it had signed a non-binding letter of intent (“LOI”) to acquire a company focused on developing Point-of-Care diagnostics for early detection of diseases including cancers and SARS-CoV-2 (COVID-19) through a range of non-invasive and affordable point of care and at-home/in-office test kits.

 

Key strategic benefits of the proposed acquisition to Aditxt include:

 

● Extending AditxtScore’s™ portfolio to include at-home/in-office COVID-19 rapid antigen test kits complimenting the AditxtScore™ for COVID-19, and other proprietary tests targeting Celiac, H. Pylori, and cancers including ovarian and prostate.
     
● Offering multiple growth opportunities focusing on the early detection of diseases.
     
● Access to global scale manufacturing, and clinical capabilities to support AditxtScore’s commercialization efforts.
     
● Experienced senior management team; the current team has deep sectoral knowledge and is expected to join to support AditxtScore’s next growth phase.

 

“The potential acquisition is complementary to AditxtScore technologically and commercially, and is one of the main components to executing our growth plans in 2022,” said Amro Albanna, Co-Founder and CEO of Aditxt. “We believe that Point-of-Care rapid testing combined with our current capabilities is key to driving the transformation from reactive care to precision-driven, proactive care delivery.”

 

The LOI is non-binding, and the closing of the transaction contemplated thereby is subject to the satisfaction of numerous conditions, including satisfactory due diligence, the negotiation, and execution of binding definitive agreements. The parties have agreed to an exclusivity period until January 31, 2022, to reach the definitive agreement. In connection with the Letter of Intent, the Company entered into a secured credit agreement with the target company, pursuant to which the Company made a secured loan to the target company in the amount of $500,000, and agreed to make additional secured loans, as requested by the target company, and approved by the Company, in an amount not to exceed $4.5 million. The loans bear interest at a rate of 8% per annum and a maturity date of December 8, 2022, provided the LOI contemplates that the loans will be forgiven upon completion of the acquisition. The consideration for the acquisition is currently expected to be comprised of cash, shares of the Company’s common stock, and royalty payments on sales of the target company’s products. However, there can be no assurance that the terms of a definitive agreement will be agreed to or that the proposed acquisition will be completed as proposed or at all.

 

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About Aditxt™

 

Aditxt develops technologies focused on improving the immune system health through immune monitoring and reprogramming. Aditxt’s immune monitoring technology is designed to provide a personalized, comprehensive system immune system profile. Aditxt’s immune reprogramming technology, currently preclinical, is designed to retrain the immune system to induce tolerance to address 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 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. All statements other than historical fact contained in this press release, including, without limitation, those regarding the execution of a definitive agreement with the target company and the terms thereof, the completion of the acquisition and its expected benefits, and 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, are forward-looking statements. 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 essential factors in the Company’s other filings with the Securities and Exchange Commission. All such statements speak only as of the date made. 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

 

 

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