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): April 4, 2022
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 on September 3, 2021 by Aditxt, Inc. (the “Company”) entered into a Secured Credit Agreement (the “Secured Credit Agreement”) with Cellvera Global Holdings LLC f/k/a AiPharma Global Holdings, LLC and certain affiliated entities (collectively, the “Borrower”), pursuant to which the Company made a secured loan (the “Loan”) to the Borrower in the original principal amount of $6.5 million. The Loan bears interest at 8% per annum and had an original maturity date of November 30, 2021 (the “Maturity Date”). On October 18, 2021, the Company entered into the first amendment to the Secured Credit Agreement, pursuant to which the Company agreed to increase the amount which the Borrower was permitted to borrow under the Credit Agreement by $8.5 million to an aggregate of $15 million. The Credit Agreement was subsequently amended by a series of amendments, which included a reduction in the borrowing capacity to $14.5 million and an extension of the Maturity Date to January 31, 2022.
As previously reported in the Current Report on Form 8-K filed by the Company on December 28, 2021, the Company and AiPharma Group Ltd. (“AiPharma Group”) entered into a Share Exchange Agreement (the “Share Exchange Agreement”) on December 28, 2021 pursuant to which, among other things, the Company agreed that it would: (i) acquire 9.5% of the issued and outstanding equity interests in AiPharma in exchange for the issuance of 4,816,193 shares of the Company’s common stock and a cash payment of $250,000, at an initial closing, which was expected to occur on or before January 31, 2022 (the “Initial Closing”) upon the satisfaction or waiver of certain conditions to closing (the “Initial Closing Conditions”); and (ii) acquire the remaining 90.5% of the issued and outstanding equity interests in AiPharma in exchange for the issuance of 39,927,974 shares of the Company’s common stock and a cash payment of $250,000 at a secondary closing upon the satisfaction or waiver of certain conditions to closing.
As previously reported in the Current Report on Form 8-K filed by the Company on February 14, 2022, the Company and the Borrower entered into a Forbearance Agreement and Seventh Amendment to Secured Credit Agreement (the “February Forbearance Agreement”). As of January 31, 2022, the Borrower was in default under the Credit Agreement as a result of the Borrower’s failure to repay all Loans on the maturity date of January 31, 2022 (the “Existing Event of Default”). Pursuant to the February Forbearance Agreement, the Company agreed to forbear from exercising its rights and remedies against the Borrower and certain affiliated guarantor parties with respect to the Existing Event of Default until the earlier of (i) June 30, 2022 or (ii) the date of occurrence of any event of default under the Forbearance Agreement (the “Forbearance Period”). Given that the parties continue to conduct due diligence in connection with the Share Exchange Agreement, the Company and the Borrower also agreed that should the Initial Closing occur under the Share Exchange Agreement, the Existing Event of Default will be waived. Under the Forbearance Agreement, the Company and the Borrower also agreed to certain amendments to the Credit Agreement, including, but not limited to: (i) the delivery by the Borrower of certain financial statements and forecasts, and (ii) certain regularly scheduled payments to be made by Borrower to the Company during the Forbearance Period.
On April 4, 2022, the Company and the Borrower entered into a Forbearance Agreement and Eighth Amendment to Secured Credit Agreement (the “April Forbearance Agreement”) pursuant to which among other things (i) the Company agreed to extend the Forbearance period until the earlier of March 31, 2023 or the date of occurrence of any event of default under the April Forbearance Agreement, (ii) the Borrower shall be permitted to factor of certain receivables by Borrower, and (iii) certain conforming changes were made relating to the Revenue Sharing Agreement (as defined below). In connection with the Forbearance Agreement, the Company entered into a series of security agreements with the Borrower (the “Security Agreements”) and certain affiliated entities pursuant to which the Borrower enhanced the Company’s security interest in connection with the Secured Credit Agreement. In addition, and as a condition to entering into the April Forbearance Agreement, the Company required that the Borrower enter into a Revenue Sharing Agreement (the “Revenue Sharing Agreement”), pursuant to which, among other things, the Borrower agreed to pay the Company a certain portion of its revenues up to the aggregate amount of $30 million.
On April 4, 2022, concurrently with the execution of the April Forbearance Agreement and the Revenue Sharing Agreement, the Company and AiPharma Group entered into an Amendment to the Share Exchange Agreement (the “Share Exchange Amendment”) which amended the Share Exchange Agreement to, among other things: (i) modify the financial statements required to be delivered by AiPharma Group at the Initial Closing to include the unaudited financial statements for the three months ended March 31, 2022 and 2021, (ii) permit the Company to amend its Certificate of Incorporation without the consent of AiPharma Group in order to effect a reverse stock split of the Company’s common stock, if necessary, in order to maintain its listing on the Nasdaq Capital Market, and (iii) make certain other conforming changes related to the March Forbearance Agreement and Revenue Sharing Agreement.
The foregoing descriptions of the April Forbearance Agreement, the Revenue Sharing Agreement, the Security Agreements and the Share Exchange Amendment do not purport to be complete and are qualified in their entirety to the full text of the April Forbearance Agreement, the Revenue Sharing Agreement, the Security Agreements and the Revenue Sharing Agreement, copies of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2022.
Item 7.01 Regulation FD Disclosure
On April 5, 2022, the Company issued a press release announcing the execution of the April Forbearance Agreement, the Security Agreements, the Revenue Sharing Agreement, and the Share Exchange Amendment. A copy of the press release is furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K.
Important Information for Stockholders
This Current Report on Form 8-K and the exhibits hereto is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transactions and shall not constitute an offer to sell or a solicitation of any vote or approval, or of an offer to buy the securities of the Company or Cellvera/AiPharma, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
In connection with the proposed transactions, the Company intends to file the Proxy Statement/Registration Statement with the SEC, which will include a proxy statement/prospectus of the Company. the Company also plans to file other documents with the SEC regarding the proposed transactions. After the Proxy Statement / Registration Statement has been cleared by the SEC, a definitive proxy statement/prospectus will be mailed to the stockholders of the Company. STOCKHOLDERS OF THE COMPANY AND CELLVERA/AIPHARMA ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED TRANSACTIONS THAT WILL BE FILED WITH THE SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. Stockholders will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about the Company and Cellvera/AiPharma once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov.
Participants in the Solicitation
The Company and its executive officers, directors, other members of management, employees and Cellvera/AiPharma 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.
Cautionary Note on Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the “safe harbor” provisions under the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this Current Report on Form 8-K, including statements regarding the Company’s or Cellvera/AiPharma’s future results of operations and financial position are forward-looking statements. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “target,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K, and on the current expectations of the respective management teams of the Company and Cellvera/AiPharma and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company and Cellvera/AiPharma.
These forward-looking statements are subject to a number of risks including, but not limited to, the following risks relating to the proposed transactions: (1) the risk that the proposed transactions may not be completed in a timely manner or at all, which may adversely affect the price of the Company’s securities; (2) the failure to satisfy the conditions to the Initial Closing or Secondary Closing, including the approval by the stockholders of the Company; (3) the ability to realize the anticipated benefits of the proposed transactions; and (4) other risks and uncertainties indicated from time to time in the Company’s public filings with the SEC. If any of these risks materialize or the Company’s and Cellvera’s/AiPharma’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and other documents we filed, or will file, including the proxy statement/prospectus, with the SEC. There may be additional risks that neither the Company nor Cellvera/AiPharma presently know, or that the Company or Cellvera/AiPharma currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s and Cellvera’s/AiPharma’s expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. The Company and Cellvera/AiPharma anticipate that subsequent events and developments will cause the Company’s and Cellvera’s/AiPharma’s assessments to change. However, while the Company and Cellvera/AiPharma may elect to update these forward-looking statements at some point in the future, the Company and Cellvera/AiPharma specifically disclaim any obligation to do so, except as otherwise required by law. These forward-looking statements should not be relied upon as representing the Company’s and Cellvera’s/AiPharma’s assessments of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements.
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Exhibit | |
| 99.1 | Press Release, dated April 5, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
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: April 5, 2022 | By: | /s/ Corinne Pankovcin |
| Corinne Pankovcin | ||
| President | ||
Exhibit 99.1
Aditxt Signs Revenue-Sharing Agreement with Cellvera for up to $30M, and Hosts a Live Business
Update Webinar on April 14th
Richmond, Virginia – April 5, 2022 – Aditxt, Inc. (“Aditxt”, or the “Company”) (Nasdaq: ADTX) has entered into a revenue-sharing agreement with Cellvera, and certain of its affiliates. The agreement is designed to drive strategic revenue and growth starting in 2022 and provide enhanced security for the Company’s $14.5 million loan, plus interest to Cellvera Global Holdings LLC (“Cellvera”), formally AiPharma Global Holdings LLC. The Company has signed the agreement as consideration for Aditxt’s separate agreement to extend the term of the previously announced loan and forbearance agreements. Cellvera holds exclusive worldwide rights (except Japan) to a broad spectrum oral antiviral drug targeting COVID-19 and 11 other infectious diseases. Cellvera is focused on discovering, developing, and commercializing antimicrobial therapies across a broad spectrum of infectious diseases, including COVID-19.
“Our potential acquisition of Cellvera will anchor Aditxt’s antimicrobial business segment,” said Amro Albanna, Aditxt’s Co-founder and Chief Executive Officer. “This agreement is an intermediate step in the acquisition process while we are proceeding with our due diligence for the overall transaction, and will be a key part of our revenue and growth strategy starting in 2022.”
Under the terms of the agreement, Aditxt will receive up to 10% of net sales of products and services collected by Cellvera and other loan parties up to a maximum of $30 million. Aditxt has agreed to apply approximately the first $14.5 million of the revenue share payments it receives from the loan parties as repayment of the loan, plus interest until Cellvera’s loan obligations are satisfied.
In addition, the loan’s security agreements have been enhanced to include all assets of Cellvera. Cellvera and Aditxt have also amended their previously announced Share Exchange Agreement to:
| (i) | modify the financial statements required to be delivered by Cellvera prior to the initial closing, |
| (ii) | permit the Company to amend its Certificate of Incorporation without the consent of Cellvera in order to effect a reverse stock split of the Company’s common stock, if necessary, in order to maintain its listing on the Nasdaq Capital Market, and |
| (iii) | make certain other conforming changes related to the forbearance agreement and revenue sharing agreement. |
Work is proceeding on the first step of the acquisition, for which the due diligence period has been extended. The closings of the transactions contemplated under the Share Exchange Agreement are subject to satisfactory completion of due diligence as well as several other closing conditions, including shareholder approval. There is no assurance that Aditxt’s acquisition of Cellvera will be completed.
Aditxt to host a webinar on April 14 at 4:30 p.m. ET
Mr. Albanna will provide a corporate update, information about the Cellvera transaction, and answer questions during a live webinar on April 14 at 4:30 p.m. ET. The webinar is expected to include commentary on:
| ● | upcoming milestones |
| ● | the revenue strategy |
| ● | the acquisition strategy |
All investors are invited to attend, whether professional or individual. All questions MUST be submitted in advance via email: aditxt@edisongroup.com.
To register for the webinar, CLICK HERE.
About Aditxt
Aditxt is a biotech innovation company developing technologies focused on mapping and reprogramming the immune system. Aditxt’s immune mapping technologies are designed to provide a personalized immune profile. Aditxt’s immune reprogramming technologies, currently preclinical, are being developed to retrain the immune system to induce tolerance to address rejection of transplanted organs, autoimmune diseases, and allergies.
For more information, please visit: www.aditxt.com and www.AditxtScore.com
Media and investor relations contact
Aditxt Investor Communications
ir@aditxt.com
www.aditxt.com
Important Information About the Proposed Transaction and Where to Find It
This press release relates to a proposed transaction between Aditxt and Cellvera. This press release does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale, or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the transaction described herein, Aditxt intends to file relevant materials with the SEC including a registration statement on Form S-4, which will include a prospectus with respect to the combined company’s securities to be issued in connection with the business combination and a proxy statement with respect to the stockholder meeting of Aditxt to vote on the business combination. Promptly after the registration statement is declared effective by the SEC, Aditxt will mail the definitive proxy statement/prospectus and a proxy card to each stockholder as record date for the meeting of Aditxt’s stockholders be established for voting on the proposed business combination. Aditxt urges its investors, stockholders, and other interested persons to read, when available, the preliminary proxy statement/prospectus as well as other documents filed with the SEC because these documents will contain important information about Aditxt, Cellvera, and the business combination. Once available, stockholders will also be able to obtain a copy of the Form S-4, including the proxy statement/prospectus, and other documents filed with the SEC without charge, by directing a request to Aditxt, Attn: Amro Albanna, 737 N. Fifth Street, Suite 200, Richmond, VA 23219. The preliminary and definitive proxy statement/prospectus to be included in the registration statement, once available, can also be obtained, without charge, at the SEC’s website (www.sec.gov).
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Participants in the Solicitation
Aditxt and its directors and executive officers may be deemed participants in the solicitation of proxies from Aditxt’s stockholders concerning the business combination. Information about Aditxt’s directors and executive officers and a description of their interests in Aditxt will be included in the proxy statement/prospectus for the proposed transaction and be available at the SEC’s website (www.sec.gov).
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 Aditxt’s (the “Company”) 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. These forward-looking statements are subject to a number of risks including, but not limited to, the following risks relating to the proposed transaction: (1) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the price of Aditxt’s securities; (2) the failure to satisfy the conditions to closing the proposed transaction, including the approval by the stockholders of Aditxt and Cellvera; (3) the outcome of any legal proceedings that may be instituted related to the proposed transaction; (4) the ability to realize the anticipated benefits of the proposed transaction; (5) the risk that the product candidates that Cellvera is developing may not progress through clinical development or receive regulatory approvals within expected timelines or at all; (6) the risk that Cellvera’s clinical trials may not confirm any safety, efficacy or other product characteristics that would enable subsequent clinical trials; (7) the risk that Cellvera will be unable to successfully market or gain market acceptance of its product candidates, if approved; (8) the risk that Cellvera’s product candidates may not be beneficial to patients or successfully commercialized, if approved; (9) the risk that Cellvera has overestimated the size of the target patient population, their willingness to try new therapies and the willingness of physicians to prescribe these therapies; (10) the effects of competition on Cellvera’s business; (11) the risk that third parties on which Cellvera depends for clinical trials and other critical services will fail to perform satisfactorily; (12) the risk that Cellvera may not be able to recruit and retain qualified personnel; (13) the risk that Cellvera’s business, operations, clinical development plans and timelines, and supply chain could be adversely affected by the effects of health epidemics, including the ongoing COVID-19 pandemic; (14) the risk that Cellvera will be unable to obtain and maintain sufficient intellectual property protection for its drug products or will infringe the intellectual property protection of others; (15) the risk the combined company will fail to realize the anticipated benefits of the proposed transaction; and (16) other risks and uncertainties indicated from time to time in Cellvera’s public filings with the SEC. If any of these risks materialize or Aditxt’s and Cellvera’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Aditxt nor Cellvera presently knows, or that Aditxt or Cellvera currently believe are immaterial. That could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Aditxt’s and Cellvera’s expectations, plans, or forecasts of future events and views as of the date of this press release. Aditxt and Cellvera anticipate that subsequent events and developments will cause Aditxt’s and Cellvera’s assessments. However, while Aditxt and Cellvera may elect to update these forward-looking statements at some point in the future, Aditxt and Cellvera specifically disclaim any obligation to do so, except as otherwise required by law. These forward-looking statements should not be relied upon as representing Aditxt’s and Cellvera’s assessments of any date after the date of this press release. Accordingly, undue reliance should not be placed upon the 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.
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