Form 8-K - Current report
15 Februar 2024 - 10:30PM
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0001726711
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2024-02-09
2024-02-09
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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): February
9, 2024
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 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement
As previously reported in a Current Report on Form
8-K filed by Aditxt, Inc. (the “Company”), in connection with that certain Agreement and Plan of Merger (the “Merger
Agreement”) dated December 11, 2023 among the Company, Adicure, Inc. and Evofem Biosciences, Inc. (“Evofem”), the Company,
Evofem and the holders (the “Holders”) of certain senior indebtedness of Evofem (the “Notes”) entered
into an Assignment Agreement dated December 11, 2023, pursuant to which the Holders assigned the Notes to the Company in consideration
for the issuance by the Company of (i) an aggregate principal amount of $5.0 million in secured notes of the Company due on January 2,
2024 (the “January 2024 Secured Notes”), (ii) an aggregate principal amount of $8.0 million in secured notes of the Company
due on September 30, 2024 (the “September 2024 Secured Notes”), (iii) an aggregate principal amount of $5.0 million in ten-year
unsecured notes, and (iv) payment of $154,480 in respect of net sales of Phexxi in respect of the calendar quarter ended September 30,
2023.
As previously reported in a Current Report on Form
8-K filed by the Company, on January 2, 2024, the Company and the Holders entered into amendments to the January 2024 Secured Notes (“Amendment
No. 1 to January 2024 Secured Notes”), pursuant to which the maturity date of the January 2024 Notes was extended to January 5,
2024. On January 5, 2024, the Company and the Holders entered into amendments to the January 2024 Secured Notes (“Amendment No.
2 to January 2024 Secured Notes”) and amendments to the September 2024 Secured Notes (“Amendment No. 1 to September 2024 Secured
Notes”), pursuant to which the Company and the Holders agreed that in consideration of a principal payment in the aggregate amount
of $1 million on the January 2024 Secured Notes and in increase in the aggregate principal balance of $250,000 on the September 2024 Secured
Notes, that the maturity date of the January 2024 Secured Notes would be further extended to January 31, 2024.
As previously reported in a Current Report on Form
8-K filed by the Company, on January 31, 2024, the Company and the Holders entered into amendments to the January 2024 Secured Notes (“Amendment
No. 3 to January 2024 Secured Notes”), pursuant to which the maturity date of the January 2024 Notes was extended to February 29,
2024. In addition, on January 31, 2024, the Company and the Holders entered into amendments to the September 2024 Secured Notes (“Amendment
No. 2 to September 2024 Secured Notes”), pursuant to which the Company and the Holders agreed that in consideration of a principal
payment in the aggregate amount of $1.25 million on the January 2024 Secured Notes (the “Additional Consideration”) and in
increase in the aggregate principal balance of $300,000 on the September 2024 Secured Notes.
Pursuant to Amendment No. 3 to the January 2024 Secured
Notes, the Company was required to make the Additional Consideration payment no later than February 9, 2024. As a result of the Company’s
failure to make the Additional Consideration payment by February 9, 2023, the January 2024 Secured Notes and the September 2024 Secured
Notes are in default and the entire principal balance of the January 2024 Secured Notes and the September 2024 Secured Notes, without
demand or notice, are now due and payable. Following and continuing during the defaults, the Holders may exercise any and all rights they
may have under their respective notes and related security agreements.
As a result of the defaults on the January 2024 Secured
Notes and the September 2024 Secured Notes, the Company is in default on the Business Loan and Security Agreement dated January 24, 2024
(the January Business Loan”), which has a current balance of approximately $5.2 million, and the Business Loan and Security Agreement
dated November 7, 2023 (the “November Business Loan”) which has a current balance of approximately $2.7 million. The lenders
under the January Business Loan and the November Business Loan may, without demand or notice, declare the full balances of their respective
loans due and payable, and may exercise any and all rights available to them under their respective loans.
The Company is working with its lenders to come to
an amicable resolution. However, no assurance can be given that the parties will reach an amicable resolution on a timely basis, on favorable
terms, or at all. If the Company is unable to resolve the alleged defaults under January 2024 Secured Notes, the September 2024 Secured
Notes, the January Business Loan and the November Business Loan, it could have a material adverse effect on the Company’s liquidity,
financial condition and results of operations.
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: February 15, 2024 |
By: |
/s/ Amro Albanna |
|
|
Amro Albanna |
|
|
Chief Executive Officer |
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Feb. 09, 2024 |
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Document Period End Date |
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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
|
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Common Stock, par value $0.001
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ADTX
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NASDAQ
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