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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 16, 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:
☐ |
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.
On February 16,
2024, Aditxt, Inc. (the “Company”) entered into an engagement letter
(the “Engagement Letter”) with Dawson James Securities, Inc.
(“Dawson”), pursuant to which the Company engaged Dawson to serve as
financial advisor with respect to one or more potential business combinations involving the Company for a term of twelve months.
Pursuant to the Engagement Letter, the Company agreed to pay Dawson an initial fee of $1.85 million (the “Initial
Fee”), which amount is payable on the later of (i) the closing of an offering resulting in gross proceeds to the
Company of greater than $4.9 million, or (ii) five days after the execution of the Engagement Letter. At the Company’s option,
the Initial Fee may be paid in securities of the Company. In addition, with respect to any business combination (i) that either is
introduced to the Company by Dawson following the date of the Engagement Letter or (ii) that with respect to which the Company
hereafter requests Dawson to provide M&A advisory services, the Company shall compensate Dawson in an amount equal to 5% of the
Total Transaction Value (as defined in the Engagement Letter) with respect to the first $20.0 million in Total Transaction Value
plus 10.0% of the Total Transaction Value that is in excess of $20.0 million (the “Transaction
Fee”). The Transaction Fee is payable upon the closing of a business combination transaction.
The foregoing summary
of the Engagement Letter is qualified in its entirety by reference to the text of the Engagement Letter, a copy of which is filed as an
exhibit hereto and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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 21, 2024
|
Aditxt, Inc. |
|
|
|
|
By: |
/s/ Amro Albanna |
|
Name: |
Amro Albanna |
|
Title: |
Chief Executive Officer |
-2-
Exhibit 10.1
February 16, 2024
CONFIDENTIAL
Mr. Amro Albanna
Chairman & Chief Executive Officer
Aditxt, Inc.
737 N. Fifth Street, Suite 200
Richmond, VA, 23219
Dear Mr. Albanna:
The purpose of this
engagement letter is to establish our agreement pursuant to which Dawson James Securities, Inc. (“Dawson”)
will serve as financial advisor with respect to a one or more potential Business Combinations (as defined herein) involving Aditxt,
Inc. (together with its affiliates and subsidiaries, the “Company”).
During the term of
this engagement, and as mutually agreed upon by Dawson and the Company, we will provide you with financial advice and assistance in connection
with a possible transaction, or series of transactions, involving one or more of the Company’s affiliates or subsidiaries equity
or assets, through any form of transaction, including, without limitation, merger, stock purchase, asset purchase, recapitalization, reorganization,
consolidation, amalgamation, or other transaction with that currently is not subject to a business combination agreement with the Company
(any of the forgoing, a “Business Combination”).
1. Services.
Unless otherwise directed by the Company, Dawson, in accepting the engagement, agrees to:
(a) Review
the Company’s historical operating performance, current business plan and projected financial performance, industry dynamics and
other matters relevant to an evaluation of the Company.
(b) Assist
the Company in developing a descriptive memorandum and other presentation materials, as appropriate, to emphasize the future potential
of the Company and identify elements of value not easily apparent from historical financial information.
(c) Present
the opportunity to parties interested in consummating a Business Combination on a confidential basis and assist in the information gathering/due
diligence process.
(d) Advise
on the structuring of a Business Combination and evaluate proposals and assist in negotiating best available terms.
(e) Coordinate visits to the Company’s facilities and supervise interviews with key personnel.
1
North Federal Highway • Suite 500 • Boca Raton, FL 33432 • Toll Free 866.928.0928 • Main 561.391.5555
• Fax 561.391.5757 • www.dawsonjames.com
Member FINRA/SIPC
(f) Coordinate due diligence.
(g) Work with parties interested in
consummating a Business Combination, other retained professionals and representatives of Company to negotiate the final terms and
conditions of the definitive agreements.
(h) Assist in the closing of a Business Combination.
2. Term
and Termination. The term (the “Term”) of Dawson’s appointment and authorization hereunder shall
extend from the date hereof through 12 months or until terminated as set forth below. Either party may terminate Dawson’s engagement
hereunder at any time, without cause, by giving the other party at least thirty (30) days prior written notice; provided however, the
Company’s obligation to pay Dawson’s fees and expenses under Sections 3 shall survive such termination. Further, Dawson shall
be entitled to compensation as described herein for any Business Combinations closed or consummated by the Company within the twelve (12)
month period following termination of this Agreement that (i) are with parties that were contacted by Dawson (including any referrals
to other buyers by such contacts) or (ii) use, directly or indirectly, of any materials prepared by Dawson (or materials in which Dawson
materially assisted in the preparation) while this Agreement was in effect. In the event of termination, Dawson will disclose to the Company
the names of all parties (including any referral sources) that were contacted by Dawson on behalf of the Company during the term of this
Agreement.
3. Transaction
Fee; Expenses. The Company shall compensate Dawson for the services to be provided by Dawson to the Company, and in the following
amounts:
(a) On
the later of (i) the closing of an offering resulting in gross proceeds to the Company of greater than $4.9 million, or (ii) five (5)
days of the execution of this Agreement, the Company will remit to Dawson a non-refundable fee to compensate Dawson for the services to
be provided during the Term of this Agreement in the amount of $1,850,000 (the “Initial Fee”). In the event
of an early termination of this Agreement, no portion of the Initial Fee shall be refundable. Notwithstanding anything in this Agreement
to the contrary, at the Company’s option, and subject to the Company securing any required waivers and / or consents, up to 50%
of the Initial Fee may be paid in securities of the Company (the “Securities Consideration”). The Securities
Consideration shall consist of the Preferred Stock Units to be issued in the Company’s contemplated bridge financing, and shall
be valued at the price established in that financing. The Company agrees to register the resale of the Securities Consideration as soon
as reasonable practicable, subject to the Company securing any required waivers and / or consents.
(b) In addition,
with respect to any business combination (i) that either is introduced to the Company by Dawson following the date of this Agreement
or (ii) that with respect to which the Company hereafter requests Dawson to provide M&A advisory services, Company shall
compensate Dawson in an amount equal to 5% of the Total Transaction Value (defined below) with respect to the first $20.0 million in
Total Transaction Value plus 10.0% of the Total Transaction Value that is in excess of $20.0 million in the amounts set forth on Appendix
B (the “Transaction Fee”). Such Transaction Fee is contingent upon the consummation of such a Business
Combination and shall be payable upon the closing thereof. For purposes of this Agreement, “Total Transaction
Value” shall equal the total amount of cash consideration, and the fair market value of any equity or debt securities or
other non-cash consideration payable for the fully-diluted common shares or other equity or securities (including debt) (or, in the
case of an asset transaction, the assets) of the company or portion of the company acquired in the Business Combination, as the case
may be (in the case of non- cash consideration, such fair market value to be mutually agreed upon on or prior to the business day
prior to the completion of any Business Combination); provided, however, that in the case of securities listed with an existing
public trading market (including, but not limited to, any such securities subject to resale restrictions), the value thereof shall
be determined by the last sales price for such securities on the last trading day thereof prior to the completion of any Business
Combination), plus the principal amount of any indebtedness for money borrowed or capital lease obligations, minority interest
and/or preferred stock assumed, retired or defeased by the purchaser in connection with any Business Combination. Total Enterprise
Value shall also include, without duplication, the aggregate amount of any cash dividends or other distributions that are outside of
the ordinary course and are declared by the Company in connection with the Business Combination.
(b) In
addition to any fees that may be payable to Dawson, the Company agrees to reimburse Dawson for all travel and other out-of-pocket expenses
arising out of Dawson’s engagement hereunder, including, but not limited to, all reasonable fees and disbursements of attorneys,
accountants and other professional advisors, provided that any expenses in excess of $5,000 shall require the Company’s prior written
approval. Periodically, Dawson shall bill for expenses incurred and reimbursable hereunder, whereupon the Company shall reimburse Dawson
for such expenses.
(c) Except
as expressly set forth in this Agreement, each applicable fee described above shall be additive to any other fees earned by Dawson relating
to any other transaction. All amounts owing to Dawson hereunder shall be the joint and several liability of the Company and each of its
subsidiaries and, unless otherwise agreed by Dawson in its sole and absolute discretion, shall be made in cash by wire transfer of immediately
available U.S. funds, without deduction for any tax to an account designated by Dawson immediately when due and payable under this Agreement.
No amounts paid or payable to Dawson or any of its affiliates under this Agreement shall be credited against any other amounts paid or
payable to Dawson except as otherwise expressly stated in this Agreement. The Company’s obligation to pay any fee or expense set
forth in this Agreement shall be absolute and unconditional and shall not be subject to reduction by way of setoff, recoupment or counterclaim.
4. Indemnification; No Third Party Beneficiaries; No Fiduciary Obligations.
(a) The
Company and Dawson acknowledge and agree that Dawson is acting as an independent contractor, and is not a fiduciary of, nor will the engagement
hereunder give rise to fiduciary duties to, the Company. Execution of this Agreement shall obligate the Company to the indemnification
terms set forth in Appendix A attached hereto and incorporated herein by reference. The Company’s obligations under this paragraph
shall survive the termination or expiration of this Agreement.
(b) This Agreement
does not create, and shall not be construed as creating rights enforceable by any person or entity not a party hereto, except those
entitled hereto by virtue of the indemnification provisions hereof. The Company acknowledges and agrees that: (i) Dawson is not and
shall not be construed as a fiduciary of the Company and shall have no duties or liabilities to the equity holders or the creditors
of the Company or any other person by virtue of this Agreement or the retention of Dawson hereunder, all of which are hereby
expressly waived; and (ii) Dawson is a full service securities firm engaged in a wide range of businesses and from time to time, in
the ordinary course of its business, Dawson or its affiliates may hold long or short positions and trade or otherwise effect
transactions for its own account or the account of its customers in debt or equity securities or loans of the companies which may be
the subject of the transactions contemplated by this Agreement. During the course of Dawson engagement with the Company, Dawson may
have in its possession material, non-public information regarding other companies that could potentially be relevant to the Company
or the transactions contemplated herein but which cannot be shared due to an obligation of confidence to such other companies.
5. Information
Furnished by the Company. Dawson may rely entirely, without independent investigation, on publicly available information and such
other information as may be furnished to it by the Company. The Company agrees to promptly furnish to Dawson all information concerning
the Company which Dawson and the Company reasonably deem appropriate and to provide to Dawson reasonable access to the Company’s officers,
directors, employees, accountants, and counsel. The Company hereby represents and warrants that all information furnished to Dawson by
the Company shall be complete and correct in all material respects when furnished and shall not contain any untrue statements of a material
fact or omit to state a material fact necessary in order to make the statement therein not misleading in the light of the circumstances
under which such statement was made.
6. Additional
Responsibilities of the Company. The Company shall provide Dawson with the following:
(a) Referral of all communications regarding the Business Combination.
(b) Access to and use of Company personnel as reasonably needed by Dawson.
(c) Access
to the Company’s outside professional resources, e.g. attorneys, accountants, or consultants.
(d) Such
other resources and support as reasonably required by Dawson in the performance of services under this Agreement.
7. Confidentiality.
Any information that is delivered to Dawson by the Company will be kept confidential and will not be revealed to any third party without
the prior written consent of the Company, except as is required by law or in Dawson’s performance of services as described herein
(including, without limitation, disclosure to Dawson’s attorneys, accountants, or advisors). Likewise, this and all other documents
delivered to the Company by Dawson will be kept confidential by the Company and will not be shared with any party except for the Company’s
attorneys, accountants, or advisors. Except as required by law or disclosed by the Company to its outside legal counsel or accountants,
any advice provided by Dawson under this Agreement shall not be disclosed to third parties without Dawson’s prior written approval.
8. Right
to Advertise. The Company agrees, subject to written approval by an acquiror, that, in the event of consummation of a
successful Business Combination, Dawson shall have the right to place advertisements on its website, and in financial and
other newspapers or periodicals, at its own expense, describing its services to the Company hereunder.
9. Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company, the Indemnified Parties (as defined
on Appendix A), and their respective successors and assigns, including, without limitation, any entity or individual that may acquire
all or substantially all of the Company’s assets and business or into which the Company may be consolidated or merged, and Dawson,
its successors and assigns, including, without limitation, any entity or individual that may acquire all or substantially all of Dawson’s
assets and business or into which Dawson may be consolidated or merged. Dawson may assign its right to payment, but not its obligations,
under this Agreement.
10. Other
Agreements. This Agreement constitutes the entire agreement of the parties and supersedes all prior understandings between the
parties. This Agreement shall not be amended or modified except in a writing signed by all of the parties hereto.
11. Non-Waiver.
No delay or failure by either party in exercising any right under this Agreement, and no partial or single exercise of that right, shall
constitute a waiver of that or any other right.
12. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
13. Authority.
Each of the parties hereto represents and warrants, each to the other, that this Agreement has been duly authorized by its representative
governing body and, if required by law or agreement, its shareholders, partners or members; and that this Agreement constitutes a valid
and enforceable obligation of each of the parties in accordance with its terms.
14. Survival.
The provisions of Sections 2, 3, 4, 7, 8, 9, 10, , 14, and 14shall survive any termination of this Agreement and shall remain operative
and in full force and effect regardless of (a) any investigation made by or on behalf of Dawson, any Indemnified Person or any person
controlling any of them; (b) consummation of a Business Combination; or (c) any termination or expiration of this Agreement, and shall
be binding upon, and shall inure to the benefit of, any successors, assigns, heirs and personal representatives of Dawson and each of
the Indemnified Parties.
15. Modification;
Governing Law; Venue; No Jury Trial. This engagement letter will be deemed to have been made and delivered in the State of
Florida and both the binding provisions of this engagement letter and the transactions contemplated hereby and by the Underwriting
Agreement will be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of
the State of Florida, without regard to the conflict of laws principles thereof. Each of Dawson and the Company: (i) agrees that any
legal suit, action or proceeding arising out of or relating to this engagement letter and/or the transactions contemplated hereby
will be instituted exclusively in the courts located in the county of Palm Beach, Florida (ii) waives any objection which it may
have or hereafter to the venue of any such suit, action or proceeding, and (iii) irrevocably consents to the jurisdiction of the
courts located in the county of Palm Beach, Florida, in any such suit, action or proceeding. Each of Dawson and the Company further
agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or
proceeding in such courts and agrees that service of process upon the Company mailed by certified mail to the Company’s
address will be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and
service of process upon Dawson mailed by certified mail to Dawson’s address will be deemed in every respect effective service
process upon Dawson, in any such suit, action or proceeding. Notwithstanding any provision of this engagement letter to the
contrary, the Company agrees that neither Dawson nor its affiliates, and the respective officers, directors, employees, agents and
representatives of Dawson, its affiliates and each other person, if any, controlling Dawson or any of its affiliates, will have any
liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement and
transaction described herein except for any such liability for losses, claims, damages or liabilities incurred by the Company that
are finally judicially determined to have resulted from the bad faith or gross negligence of such individuals or entities. Dawson
will act under this engagement letter as an independent contractor with duties to the Company. Each of the parties hereto expressly
waives all right to trial by jury in any action or proceeding arising out of this Agreement.
If you are in agreement
with the foregoing, please sign and return to us one copy of this engagement letter. This engagement letter may be executed in counterparts
(including facsimile or .pdf counterparts), each of which shall be deemed an original but all of which together shall constitute one
and the same instrument.
|
Very truly yours, |
|
|
|
DAWSON JAMES SECURITIES, INC. |
|
|
|
By: |
/s/ Robert D. Keyser, Jr. |
|
Name: |
Robert D. Keyser, Jr. |
|
Title: |
CEO |
Accepted and agreed as of the date first written above:
ADITXT, INC. |
|
|
|
By |
/s/ Amro Albanna |
|
Name: |
Amro Albanna |
|
Title: |
Chief Executive Officer |
|
APPENDIX A
Indemnification Provisions
Capitalized terms
used herein without definition shall have the meanings ascribed thereto in the engagement agreement dated February 16, 2024 (as amended
from time to time, the “Agreement”) between Dawson James Securities, Inc. and Aditxt, Inc.
The Company agrees
to indemnify and hold harmless Dawson, its affiliates, affiliated entities, directors, officers, employees, consultants, legal counsel
and other professional advisors, agents, controlling persons and the respective directors, officers agents and employees of each of the
controlling persons (Dawson and all of such other persons collectively, the “Indemnified Parties” and individually
an “Indemnified Party”) to the fullest extent permitted by law, from and against any and all losses, claims,
damages, obligations, penalties, judgments, awards, and other liabilities (collectively, “Liabilities”), and
will fully advance and/or promptly reimburse each Indemnified Party for any and all reasonably incurred fees, costs, expenses and disbursements
(collectively, “Expenses”), as and when incurred, of investigating, preparing or defending any claim, action,
suit, proceeding or investigation, whether or not in connection with pending or threatened litigation or arbitration, and whether or not
Indemnified Party is a party (collectively, “Actions”) (including any and all legal and other Expenses in giving
testimony or furnishing documents in response to a subpoena or otherwise), arising out of or in connection with any advice or services
rendered or to be rendered by an Indemnified Party pursuant to the Agreement, the Business Combinations contemplated thereby or any of
the Indemnified Party’s actions or inactions in connection with any such advice, services or Business Combination; provided, however,
such indemnity agreement shall not apply to any portion of any such Liability or Expense that is found in a final judgment by a court
of competent jurisdiction (not subject to further appeal) to have resulted from bad faith, gross negligence, or willful misconduct on
the part of such Indemnified Party.
If any Action is
commenced as to which an Indemnified Party proposes to demand indemnification hereunder, it shall notify the Company with reasonable
promptness; provided, however, that any failure by an Indemnified Party to promptly notify the Company shall not relieve the Company
from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and
the Company shall pay the Expenses of such counsel; and such counsel shall, to the extent consistent with its professional
responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any
settlement of any claim against an Indemnified Party made with the Company’s written consent, which consent shall not be
unreasonably withheld. The Company shall not, without the prior written consent of an Indemnified Party, which consent shall not be
unreasonably withheld, settle or compromise any claim, or permit a default or consent to the entry of any judgment, in any Action in
respect of which indemnification may be sought hereunder. The Company shall not, without the prior written consent of an Indemnified
Party, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action
in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such
Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional
release of each Indemnified Party, acceptable to such Indemnified Party, from all Liabilities arising out of such action for which
indemnification or contribution may be sought hereunder and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of any Indemnified Party.
If a claim for
indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction
(not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof
provide for indemnification in such case, then the Company shall contribute to the Liabilities and Expenses to which the Indemnified Parties
may be subject in accordance with the relative benefits received by the Company, on the one hand, and Dawson, on the other hand, and as
well as other relevant equitable considerations. The Company agrees for purposes of this paragraph that the relative benefits to the Company
and Dawson of any contemplated Business Combination (whether or not consummated) shall be deemed to be in the same proportion as the total
value paid or issued or contemplated to be paid or issued to the Company or its shareholders or limited partners in connection with such
Business Combination bears to the fees paid to Dawson under this Agreement.
-7-
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