Item 1.01 Entry into a Material Definitive Agreement.
As previously reported by Aditxt, Inc. (the "Company") on a Current Reports on
Form 8-K filed with the U.S. Securities and Exchange Commission (the "SEC") on
August 10, 2022 and August 15, 2022, the Company entered into Securities
Purchase Agreements (each, an "SPA") with certain accredited investors (the
"August Investors") in connection with the issuance and sale of 10% Senior
Secured Promissory Notes, shares of common stock as commitment fees, and
warrants (the "August 2022 Warrants") to purchase shares of the Company's common
stock. Effective August 31, 2022, the Company entered into a First Amendment and
Waiver with each of the August Investors (the "August Amendment"). Pursuant to
the August Amendment, the exercise price of the August 2022 Warrants was reduced
to $0.15 per share and the Commencement Date (as defined in the SPA) was amended
to mean the date on which the Company obtains shareholder approval for the
issuance of any shares of common stock upon exercise of the August 2022
Warrants.
On August 31, 2022, Aditxt, Inc. (the "Company") entered into an Agreement for
the Purchase and Sale of Future Receipts (the "Agreement") with a commercial
funding source (the "Funder") pursuant to which the Company agreed to sell to
the Funder certain future trade receipts in the aggregate amount $288,000 (the
"Purchased Amount") for gross proceeds to the Company of $200,000, less
origination fees of $20,000. Pursuant to the Agreement, the Company granted the
Funder a security interest in all of the Company's present and future accounts
receivable in an amount not to exceed the Purchased Amount. The Purchased Amount
shall be repaid by the Company in 20 weekly installments of approximately
$14,400. In connection with the Agreement, the Company also issued a warrant to
purchase 1,333,334 shares of the Company's common stock.
The Warrant is exercisable for a period of five (5) years from period commencing
on the Commencement Date (as defined therein) and ending on 5:00 p.m. eastern
standard time on the date that is five (5) years after the date of issuance, at
an exercise price of $0.15, subject to adjustment provided therein (including
cashless exercise). The Company is prohibited from effecting an exercise of the
Warrant to the extent that, as a result of such exercise, the holder of the
Warrant together with the holder's affiliates, would beneficially own more than
4.99% of the number of shares of Common Stock of the Company outstanding
immediately after giving effect to the issuance of such shares. In addition, the
sum of the aggregate number of shares of common stock that may be issued under
the Warrant is limited to 19.99% of the Company's then outstanding shares of
common stock as of the date of issuance unless Shareholder Approval (as defined
in the Agreement) is obtained to issue more than the 19.99%.
The foregoing description of the August Amendment, the Agreement and the Warrant
is not complete and is qualified in its entirety by reference to the full text
of the forms of the August Amendment, the Agreement and Warrant, copies of which
are filed as Exhibits 10.1, 10.2, and 10.3, respectively, to this Current Report
on Form 8-K and are incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference. The Warrant was issued without registration
under the Securities Act of 1933, as amended (the "Securities Act"), or the
securities laws of any state, and were offered and sold in reliance on the
exemption from registration under the Securities Act, afforded by Section
4(a)(2) and Rule 506 of Regulation D promulgated thereunder.
1
Item 5.07 Submission of Matters to Vote of Securities Holders
On September 7, 2022, Aditxt, Inc. held a special meeting of stockholders (the
"Special Meeting) for the purpose holding a stockholder vote on Proposal 1 and 2
set forth below. A total of 22,585,888 shares of the Company's common stock, out
of a total of 55,368,553 shares of common stock issued and outstanding and
entitled to vote, and the one share of the Company's Series B Preferred Stock
(the "Preferred Stock") that was issued an outstanding and entitled to vote at
the Special Meeting, each as of the record date for the Special meeting, were
present virtually, or represented by valid proxy at the Special Meeting,
constituting a quorum.
As previously described in in the Company's Definitive Proxy Statement filed
with the SEC on August 17, 2022 (the "Proxy Statement"), the holder of record of
the one outstanding share of the Company's Preferred Stock was entitled to
250,000,000 votes, had the right to vote only on Proposal 2, and such votes were
counted in the same proportion as the shares of Common Stock voted on Proposal
2. Holders of the Company's common stock were entitled to one vote per share on
each proposal.
The following matters were voted upon by the stockholders at the Special
Meeting, with the final voting results as follows:
Proposal 1. At the Special Meeting, the proposal to amend the Company's amended
and restated certificate of incorporation to increase the number of shares of
authorized common stock from 100,000,000 to 150,000,000 was approved by the
requisite vote of a majority of the Company's issued and outstanding shares. The
result of the votes were as follows:
For Against Abstain Broker Non-Votes
8,416,269 2,758,998 140,135 11,270,486
Proposal 2. At the Special Meeting, the proposal to grant discretionary
authority to the Company's board of directors to (A) amend the Company's
certificate of incorporation to combine outstanding shares of our common stock
into a lesser number of outstanding shares, or a "reverse stock split," at a
specific ratio within a range of one-for-five (1:5) to a maximum of a
one-for-fifty (1-for-50) split, with the exact ratio to be determined by our
board of directors in its sole discretion; and (B) effect the reverse stock
split, if at all, within one year of the date the proposal is approved by
stockholders was approved by the requisite vote of a majority of the Company's
issued and outstanding shares. The result of the votes were as follows:
For Against Abstain Broker Non-Votes
209,336,222 62,148,080 1,101,585 0
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Exhibit
10.1 Form of First Amendment and Waiver effective as of August 31, 2022
10.2 Form of Agreement for the Purchase and Sale of Future Receipts (incorporated
by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed
with the SEC on June 3, 2022).
10.3 Form of Warrant
104 Cover Page Interactive Data File (embedded within the XBRL document)
2
© Edgar Online, source Glimpses