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): September 16, 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
On September 16, 2022, Aditxt, Inc. (the “Company”) entered in a securities purchase agreement (the “Purchase Agreement”) with certain purchasers (the “Purchasers”), pursuant to which the Company agreed to issue and sell in a best efforts public offering by the Company (the “Offering”), (i) 1,224,333 shares of common stock (the “Shares”), (ii) pre-funded warrants to purchase 2,109,000 shares of common stock (the “Pre-Funded Warrants”), and (iii) warrants to purchase 3,333,333 shares of common stock (the “Common Stock Warrants” and together with the Pre-Funded Warrants, the “Warrants”). The public offering price for each Share and accompanying Common Stock Warrant was $6.00. The public offering price for each Pre-Funded Warrant and accompanying Common Stock Warrant was $5.999.
The Shares and Warrants were offered by the Company pursuant to the registration statement on Form S-1 (File No. 333-266183), which was initially filed with the Securities and Exchange Commission (the “Commission”) on July 18, 2022, amended on September 15, 2022 and September 16, 2022 and declared effective by the Commission on September 16, 2022.
The Common Stock Warrant has an exercise price of $6.00 and the Pre-Funded Warrant has an exercise price of per share of $0.001 per share. The Common Stock Warrants are immediately exercisable and expire five years from the date of issuance and the Pre-Funded Warrants are immediately exercisable and may be exercised any time until all of the Pre-Funded Warrants are exercised in full. The exercise price of the Warrants are subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the Company’s common stock. In the event of a fundamental transaction, the holder of a Common Stock Warrant shall have the option, exercisable at any time concurrently with, or within 30 days after, the consummation of the fundamental transaction to cause the Company to purchase such Common Stock Warrant from the holder for cash in an amount equal to the Black Scholes value of such warrant calculated in accordance with the terms of warrant. Subject to limited exceptions, a holder of Warrants will not have the right to exercise any portion of its Warrants if the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of such holder’s affiliates) would beneficially own a number of shares of common stock in excess of 4.99% (or, upon election by a holder prior to the issuance of any Warrants, 9.99%) of the shares of common stock then outstanding. At the holder’s option, upon notice to the Company, the holder may increase or decrease this beneficial ownership limitation not to exceed 9.99% of the shares of common stock then outstanding, with any such increase becoming effective upon 61 days’ prior notice to the Company.
In connection with the Offering, the Company has agreed to be subject to a lock-up period during which the Company may not, subject to limited exceptions, offer, sell, transfer or otherwise dispose of the Company’s securities for a period of 60 days and each executive officer and director of the Company has entered into lock-up agreements providing that each of these persons may not, subject to limited exceptions, offer, sell, transfer or otherwise dispose of the Company’s securities for a period of 90 days.
H.C. Wainwright & Co., LLC (the “Placement Agent”) acted as placement agent on a best efforts basis for the Offering. Pursuant to an engagement agreement with the Placement Agent, the Company paid the Placement Agent a cash fee equal to 7.75% of the gross proceeds raised in the Offering and a management fee equal to 0.5% of the gross proceeds raised in the offering. In addition, the Company agreed to pay the Placement Agent for its non-accountable expenses in the amount of $40,000, its legal fees and expenses and other out-of-pocket expenses in an amount up to $100,000 and its clearing expenses in the amount of $15,950. The Company also issued warrants (the “Placement Agent Warrants”) to the Placement Agent exercisable at an exercise price of $7.50 per share for up to 200,000 shares of common stock, which is equal to 6.0% of the aggregate number of Shares and Pre-Funded Warrants sold in the Offering.
On September 20, 2022, the Offering closed resulting in net proceeds to the Company of approximately $18.2 million, after deducting the Placement Agent fees and estimated offering expenses payable by the Company.
The foregoing summaries of the Common Stock Warrants, the Pre-Funded Warrants, the Placement Agent Warrants, and the Purchase Agreement do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 4.1, 4.2, 4.3, and 10.1 respectively, to this Current Report on Form 8-K, which are incorporated herein by reference. The Agreement is attached hereto as an exhibit to provide interested persons with information regarding its terms but is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Agreement were made only for purposes of the Agreement as of specific dates indicated therein, were solely for the benefit of the parties to the Agreement and may be subject to limitations agreed upon by the parties.
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Item 8.01 Other Events.
On September 16, 2022, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
On September 20, 2022, the Company issued a press release announcing the closing of the Offering. A copy of the press release is attached hereto as Exhibit 99.2, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: September 20, 2022 | ADITXT, INC. | |
| By: | /s/ Amro Albanna | |
| Name: | Amro Albanna | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
Aditxt Announces Pricing of $20.0 Million Public Offering
RICHMOND, Va., - September 16, 2022 - Aditxt, Inc., (Nasdaq: ADTX) (the “Company” or “Aditxt”), a biotech innovation company developing and commercializing technologies focused on monitoring and modulating the immune system, today announced the pricing of a public offering of 3,333,333 shares of its common stock (or common stock equivalents in lieu thereof), together with warrants to purchase up to 3,333,333 shares of its common stock at a combined offering price to the public of $6.00 per share (or common stock equivalent) and associated warrants. The warrants will have an exercise price of $6.00 per share, are exercisable immediately upon issuance, and will expire five years following the date of issuance. The closing of the offering is expected to occur on or about September 20, 2022, subject to the satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.
The gross proceeds to the Company from the offering are expected to be approximately $20.0 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering for general corporate purposes, which may include research and development expenses, capital expenditures, working capital and general and administrative expenses, and potential acquisitions of or investments in businesses, products and technologies that complement our business, although the Company has no present commitments or agreements to make any such acquisitions or investments.
The securities described above are being offered pursuant to a registration statement on Form S-1 (File No. 333-266183) initially filed with the Securities and Exchange Commission (SEC) on July 18, 2022and became effective on September 16, 2022. The public offering is being made only by means of a prospectus, which forms a part of the effective registration statement. When available, electronic copies of the final prospectus may be obtained for free on the SEC’s website located at http://www.sec.gov and may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About Aditxt
Aditxt is a biotech innovation company developing and commercializing technologies focused on monitoring and modulating the immune system. Aditxt’s immune monitoring technologies are designed to provide a personalized immune profile. Aditxt’s immune modulating 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
Forward-Looking Statements
Certain statements in this press release constitute "forward-looking statements" within the meaning of federal securities laws. Forward-looking statements in this press release include, without limitation, the ability of the Company to close the offering and the use of proceeds therefrom. 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 market and other conditions and 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, except as required by law.
Media and Investor Relations Contact:
ir@aditxt.com
www.aditxt.com
Exhibit 99.2
Aditxt Announces Closing of $20.0 Million Public Offering
RICHMOND, Va., - September 20, 2022 - Aditxt, Inc., (Nasdaq: ADTX) (the “Company” or “Aditxt”), a biotech innovation company developing and commercializing technologies focused on monitoring and modulating the immune system, today announced the closing of its previously announced public offering of 3,333,333 shares of its common stock (or common stock equivalents in lieu thereof), together with warrants to purchase up to 3,333,333 shares of its common stock at a combined offering price to the public of $6.00 per share (or common stock equivalent) and associated warrant. The warrants have an exercise price of $6.00 per share, are exercisable immediately upon issuance, and will expire five years following the date of issuance.
H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.
The gross proceeds to the Company from the offering were approximately $20.0 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering for continuing operating expenses and working capital.
The securities described above were offered pursuant to a registration statement on Form S-1 (File No. 333-266183) initially filed with the Securities and Exchange Commission (SEC) on July 18, 2022 and became effective on September 16, 2022. The public offering was made only by means of a prospectus, which forms a part of the effective registration statement. Electronic copies of the final prospectus may be obtained for free on the SEC’s website located at http://www.sec.gov and may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About Aditxt
Aditxt is a biotech innovation company developing and commercializing technologies focused on monitoring and modulating the immune system. Aditxt’s immune monitoring technologies are designed to provide a personalized immune profile. Aditxt’s immune modulating 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
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 market and other conditions and 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, except as required by law.
Media and Investor Relations Contact:
ir@aditxt.com
www.aditxt.com