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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

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 11, 2023

 

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:

 

☐ 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 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. ☐

 

 

 

 

 

 

Explanatory Note

 

This Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) amends the Current Report on Form 8-K of Aditxt, Inc. (the “Company”) filed on December 12, 2023 (the “Original Report”) in which the Company reported that it had entered into an Agreement and Plan of Merger with Adicure, Inc., a Delaware corporation and wholly owned subsidiary of the Company and Evofem Biosciences, Inc., a Delaware corporation, pursuant to which, Merger Sub will be merged into and with Evofem, with Evofem surviving the Merger as a wholly owned subsidiary of the Company.

 

This Amendment No. 1 is being filed to amend the Original Report solely to remove certain information included under Item 9.01 of the Original Report regarding the filing of the financial statements required by Item 9.01(a) and the pro forma financial information required by Item 9.01(b).

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

  

Exhibit No.  Exhibit
2.1†  Agreement and Plan of Merger among Aditxt, Inc., Adicure, Inc. and Evofem Biosciences, Inc. dated as of December 11, 2023 (incorporated by reference to the Company’s Current Report on Form 8-K filed on December 12, 2023)
10.1  Assignment Agreement dated as of December 11, 2023(incorporated by reference to the Company’s Current Report on Form 8-K filed on December 12, 2023)
10.2  Form of December 2023 Secured Note(incorporated by reference to the Company’s Current Report on Form 8-K filed on December 12, 2023)
10.3  Form of September 2024 Secured Note (incorporated by reference to the Company’s Current Report on Form 8-K filed on December 12, 2023)
10.4  Form of Royalty Note (incorporated by reference to the Company’s Current Report on Form 8-K filed on December 12, 2023)
10.5  Form of IP Security Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed on December 12, 2023)
10.6  Form of Security Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed on December 12, 2023)
99.1  Press Release, dated December 12, 2023(incorporated by reference to the Company’s Current Report on Form 8-K filed on December 12, 2023)
104  Cover Page Interactive Data File (embedded within the XBRL document)

 

† Certain of the schedules (and/or exhibits) have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule (and/or exhibit) will be furnished to the SEC upon request

 

-1-

 

 

SIGNATURE

 

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: February 22, 2024

 

  Aditxt, Inc.
     
  By: /s/ Amro Albanna
  Name:  Amro Albanna
  Title: Chief Executive Officer

 

 

-2-

 

 

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Cover
Dec. 11, 2023
Cover [Abstract]  
Document Type 8-K/A
Amendment Flag true
Amendment Description This Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) amends the Current Report on Form 8-K of Aditxt, Inc. (the “Company”) filed on December 12, 2023 (the “Original Report”) in which the Company reported that it had entered into an Agreement and Plan of Merger with Adicure, Inc., a Delaware corporation and wholly owned subsidiary of the Company and Evofem Biosciences, Inc., a Delaware corporation, pursuant to which, Merger Sub will be merged into and with Evofem, with Evofem surviving the Merger as a wholly owned subsidiary of the Company.
Document Period End Date Dec. 11, 2023
Entity File Number 001-39336
Entity Registrant Name Aditxt, Inc.
Entity Central Index Key 0001726711
Entity Tax Identification Number 82-3204328
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 737 N. Fifth Street
Entity Address, Address Line Two Suite 200
Entity Address, City or Town Richmond
Entity Address, State or Province VA
Entity Address, Postal Zip Code 23219
City Area Code 650
Local Phone Number 870-1200
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.001
Trading Symbol ADTX
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
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