Form 8-K - Current report

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): August 22, 2024

ADITXT, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39336

85-3204328

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

2569 Wyandotte Street, Suite 101, Mountain View, CA 94043

(Address of principal executive offices, including ZIP code)

(650) 870-1200

(Registrant’s telephone number, including area code)

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

As previously reported in a Current Report on Form 8-K filed by Aditxt, Inc. (the “Company”), on May 24, 2024, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain accredited investors pursuant to which the Company issued and sold senior notes in the aggregate principal amount of $986,379.68 (the “May Senior Notes”) maturing on August 22, 2024 (the “Maturity Date”), which included the exchange of a previously issued senior note in the principal amount of $93,918.75. The Company received cash proceeds of $775,000 from the sale of the May Senior Notes.

On August 28, 2024, the Company entered into a Waiver to Senior Note (the “Waiver”) with each of the holders of the May Senior Notes (each a “Holder”), pursuant to which effective as of August 21, 2024, each holder waived, in part, the definition of Maturity Date in the May Senior Note, such that the August 22, 2024 shall be deemed to be replaced with September 30, 2024.

In connection with the Waiver, the Company also entered into a letter agreement (the “Letter Agreement”) with each of the Holders, pursuant to which the company agreed that it would apply 40% of the net proceeds from: (i) any sales of securities utilizing its currently effective Registration Statement on Form S-3 (a “Shelf Takedown”), (ii) sales of its common stock under its Common Stock Purchase Agreement dated May 2, 2023 with its equity line investor (the “ELOC”), or (iii) any public offering of securities registered in a Registration Statement on Form S-1 (a “Public Offering”), to make payments on the Notes and those certain Senior Notes in the aggregate principal amount of $1.5 million issued by the Company on July 12, 2024 (the “July Senior Notes” and together with the May Senior Notes, the “Senior Notes”). In addition, pursuant to the Letter Agreement, commencing on the date that the Senior Notes have been repaid in full, the Company shall redeem all holders (each, a “Series C-1 Holder”) of the Company’s then outstanding Series C-1 Convertible Preferred Stock (ratably based on the amount of Preferred Stock then held by each Series C-1 Holder) in an amount equal to, in the aggregate among all Series C-1 Holders, 40% of the net proceeds raised from any Shelf Takedowns, any sales of common stock under the ELOC or any Public Offering (“Non-Participation Redemption”). In addition to the foregoing Non-Participation Redemption, in connection with any Shelf Takedown or Public Offering, in the event that a Series C-1 Holder participates in such Shelf Takedown or a Public Offering, the Company shall, in addition to the amounts paid to such Series C-1 Holder in the foregoing sentence) use 50% of the gross proceeds received in such Shelf Takedown or Public Offering from such Series C-1 Holder to redeem such Series C-1 Holder’s shares of Series C-1 Convertible Preferred Stock.

The foregoing descriptions of the Waiver and Letter Agreement are not complete and are qualified in their entirety by reference to the full text of the forms of Waiver and Letter Agreement, copies of which are filed as Exhibit 10.1 and 10.2, respectively to this Current Report on Form 8-K and are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Form of Waiver to Senior Note
10.2		Form of Letter Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: August 28, 2024

	Aditxt, Inc.

	By:	/s/ Amro Albanna
	Name:	Amro Albanna
	Title:	Chief Executive Officer

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Exhibit 10.1

FORM OF WAIVER TO SENIOR NOTE

This WAIVER (this “Waiver”) is entered into effective as of August 21, 2024 (the “Waiver Effective Date”), by and among the parties hereto.

RECITALS

WHEREAS, Aditxt, Inc., a Delaware corporation (the “Company”) and the undersigned holder (the “Holder”) are parties to that certain Senior Note, dated as of May 24, 2024 (the “Note”). Capitalized terms used and not otherwise defined herein shall have the respective meanings given to them in the Note; and

WHEREAS, the parties waive certain terms of the Note on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises set forth in this Waiver, the parties hereto hereby agree as follows:

AGREEMENT

1. The Holder hereby waives, in part, the definition of “Maturity Date” in the Note such that “August 22, 2024”, as used therein shall be deemed to be replaced with “September 30, 2024”.

2. Effect of Waiver; Ratification of Agreement. Except as set forth herein, all of the terms and provisions of the Note are hereby ratified and shall continue in full force and effect, and this Waiver shall be considered part of, and shall be subject to all other provisions of, the Note.

3. Disclosure of Transaction. The Company shall, on or before 9:30 a.m., New York City Time, on or prior to the first (1st) Business Day after the date of this Waiver, file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby in the form required by the Exchange Act, to the extent they are required to be filed under the Exchange Act, that have not previously been filed with the SEC by the Company as exhibits to such filing (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided up to such time to the Holder by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated hereby or as otherwise disclosed in the 8-K Filing, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Holder or any of their affiliates, on the other hand, shall terminate. Neither the Company, its Subsidiaries nor the Holder shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of the Holder, to make a press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith or (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Holder shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Holder (which may be granted or withheld in the Holder’s sole discretion), except as required by applicable law, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of the Holder in any filing, announcement, release or otherwise.

4. Governing Law. This Waiver shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof.

5. Counterparts; Electronic Execution and Delivery. This Waiver may be executed and delivered by facsimile, or by any other electronic means, and in multiple counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument.

IN WITNESS WHEREOF, each of the undersigned has executed this Waiver, effective as of the date first written above.

	COMPANY:

	ADITXT, INC.

	By:
	Name:	Amro Albanna
	Title:	Chief Executive Officer

	HOLDER

	By:
	Name:
	Title:

[Signature Page to Waiver to Senior Note]

Exhibit 10.2

August [*], 2024

RE: Senior Notes

This letter agreement (this “Agreement”) is entered into as of the date first set forth above effective as of August 21, 2024 (the “Effective Date”), by and among Aditxt, Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”) of that certain Senior Note dated as of May 22, 2024 (the “May Senior Note”) of the Company to confirm our mutual understanding in connection with the Company and the Holder entering into that certain Waiver to Senior Note concurrently herewith. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Notes.

As a material inducement to the Holder entering into the Waiver to Senior Note, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Payments on Senior Notes. On or after the date hereof, the Company may raise capital via: (i) one or more shelf takedowns utilizing its currently effective registration statement on Form S-3 (File No. 333-280757) (a “Shelf Takedown”), (ii) through sales of its common stock under its Common Stock Purchase Agreement with is equity line investor (the “ELOC”), or (iii) through a public offering of securities registered in a Registration Statement on Form S-1 (“Public Offering”). The Company hereby agrees to apply 40% of the net proceeds from any Shelf Takedowns or sales of common stock under the ELOC following the date hereof to make payments on the outstanding balances of the May Senior Notes, which have an aggregate principal balance of $986,380 as set forth on Exhibit A attached hereto, and those certain Senior Notes of the Company in the aggregate principal amount of $1,500,000 as set forth on Exhibit B attached hereto, issued on July 12, 2024 (the “July Senior Notes” and together with the May Senior Notes, the “Senior Notes”), which payments shall be made pro rata based upon the outstanding principal balances of the Senior Notes.

2. Redemption of Series C-1 Convertible Preferred Stock. Commencing on the date that the Senior Notes have been repaid in full, the Company shall redeem all holders (each, a “Holder”) of the Company’s then outstanding Series C-1 Convertible Preferred Stock (ratably based on the amount of Preferred Stock then held by each Holder) in an amount equal to, in the aggregate among all Holders, 40% of the net proceeds raised from any Shelf Takedowns, any sales of common stock under the ELOC or any Public Offering (“Non-Participation Redemption”). In addition to the foregoing Non-Participation Redemption, in connection with any Shelf Takedown or Public Offering, in the event that a Holder participates in such Shelf Takedown or a Public Offering, the Company shall, in addition to the amounts paid to such Holder in the foregoing sentence) use 50% of the gross proceeds received in such Shelf Takedown or Public Offering from such Holder to redeem such Holder’s shares of Series C-1 Convertible Preferred Stock (“Participation Redemption”). Notwithstanding anything herein to the contrary, in the event a Holder receives both a Non-Participation Redemption and a Participation Redemption, the “net proceeds” used to determine the Non-Participation Redemption shall be reduced by the Participation Redemption (provided such among shall never be less than zero). By way of example, if a Holder invests $1 million in a $5 million Public Offering, the Non-Participation Redemption shall be calculated using the Holder’s pro-rata percentage multiplied by 40% of $4.5 million ($4 million PLUS 50% of $1 million investment).

3. Registration Rights. As soon as practicable following written notice from a Holder (and in any event within 30 calendar days following such notice), the Company shall file a registration statement on Form S-3 (or other appropriate form if the Company is not then S-3 eligible) providing for the resale of common stock or any shares of common stock issuable upon conversion or exercise of any shares of Preferred Stock or Warrants then held by such Holder. The Company shall use commercially reasonable efforts to cause such registration statement to become effective within 60 days following the filing thereof and to keep such registration statement effective at all times until no Holder owns any shares.

4. Governing Law. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof.

5. Counterparts; Electronic Execution and Delivery. This Letter Agreement may be executed and delivered by facsimile, or by any other electronic means, and in multiple counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank]

In Witness Whereof, the undersigned have caused this Letter Agreement to be executed as of the date first written above.

	ADITXT, INC.

	By:
	Name:	Amro Albanna
	Title:	Chief Executive Officer

Signature Page to Letter Agreement

In Witness Whereof, the undersigned Holder has caused this Letter Agreement to be executed as of the date first written above.

	By:
	Name:
	Title:

EXHIBIT A

EXHIBIT B

Cover	Aug. 22, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 22, 2024
Entity File Number	001-39336
Entity Registrant Name	ADITXT, INC.
Entity Central Index Key	0001726711
Entity Tax Identification Number	85-3204328
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2569 Wyandotte Street
Entity Address, Address Line Two	Suite 101
Entity Address, City or Town	Mountain View
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94043
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