ADTX Aditxt Inc

 

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 7, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On August 7, 2024, Aditxt, Inc. (the “Company”) filed with the Secretary of State of Delaware an amendment to the Company’s Certificate of Incorporation, (the “Charter Amendment”) to increase the number of authorized common stock from 100,000,000 shares to 1,000,000,000 shares. The Charter Amendment was approved by the Company’s stockholders at the Company’s Annual Meeting of Stockholders held on August 6, 2024, the results of which are reported below in Item 5.07 of this Current Report on Form 8-K.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On August 7, 2024, Aditxt, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”) for the purpose of holding a stockholder vote on the proposals set forth below. An aggregate of 964,801 shares of the Company’s Common Stock or 48.39% and the holders of 4,186 shares of the Company’s Series D-1 Preferred Stock, representing 418,600,000 votes or 100% of the voting authority, constituting a quorum, were represented virtually, in person, or by valid proxies at the Annual Meeting.

 

At the Annual Meeting, the Company’s stockholders (i) re-elected each of Amro Albanna, Shahrokh Shabahang, Brian Brady, Charles Nelson, and Jeffrey Runge as directors of the Company to serve for a term expiring at the Company’s 2025 annual meeting of stockholders; (ii) ratified the appointment of dbbmckennon LLC (“dbbmckennon”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; (iii) approved, for purposes of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying shares of Series B-1 Convertible Preferred Stock originally issued by the Company in January 2024; (iv) approved, for the purpose of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying shares of Series B-2 Convertible Preferred Stock originally issued by the Company in January 2024; (v) approved, for purposes of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying  the Company’s equity line of credit pursuant to the Company’s Common Stock Purchase Agreement with an equity line investor pursuant to which such investor has agreed to purchase from the Company from time to time shares of common stock having a total maximum aggregate purchase price of $150 million  ; (vi) approved an increase to the number of authorized shares of common stock of the Company from 100,000,000 shares to 1,000,000,000 shares; (vii) granted discretionary authority to the Company’s board of directors to (a) amend the Company’s certificate of incorporation to combine outstanding shares of the Company’s 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-two hundred (1:200) split, with the exact ratio to be determined by the Company’s 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; (viii) approved an amendment to the Company’s 2021 Omnibus Equity Incentive Plan (the “2021 Plan”) to increase the number of shares of common stock issuable thereunder to 500,000 shares from 37,500 shares; and (ix) authorized the Company to adjourn the Annual Meeting if necessary or appropriate.

 

 

The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting, as set forth in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on July 5, 2024, as amended, are as follows:

 

Proposal 1. At the Annual Meeting, the stockholders approved the election of five (5) members to our board of directors to serve until the Company’s 2025 annual meeting of stockholders or until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death. The result of the votes to elect the five (5) directors were as follows:

 

Directors		For				Withhold				Broker Non-Votes
Amro Albanna			330,902				199,299				434,600
Shahrokh Shabahang D.D.S., MS, Ph.D.			328,887				201,314				434,600
Brian Brady			332,316				197,855				434,600
Charles Nelson			332,699				197,502				434,600
Jeffrey Runge, M.D.			328,594				210,607				434,600

 

Proposal 2. At the Annual Meeting, the stockholders approved the ratification of the appointment of dbbmckennon as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The result of the votes to approve the ratification of the appointment of dbbmckennon were as follows:

 

For		Against		Abstain
717,353		55,788		191,660

 

Proposal 3. At the Annual Meeting, the proposal to approve, for purposes of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying shares of Series B-1 Convertible Preferred Stock originally issued by the Company in January 2024. The result of the votes were as follows:

 

For		Against		Abstain		Broker Non-Vote
489,857		33,564		6,780		434,600

 

Proposal 4. At the Annual Meeting, the proposal to approve, for the purpose of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying shares of Series B-2 Convertible Preferred Stock originally issued by the Company in January 2024 . The result of the votes were as follows:

 

For		Against		Abstain		Broker Non-Vote
487,774		36,347		6,080		434,600

 

Proposal 5. At the Annual Meeting, the proposal to approve, for the purpose of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying  the Company’s equity line of credit pursuant to the Company’s Common Stock Purchase Agreement with an equity line investor pursuant to which such investor has agreed to purchase from the Company from time to time shares of common stock having a total maximum aggregate purchase price of $150 million . The result of the votes were as follows:

 

For		Against		Abstain		Broker Non-Vote
321,854		37,431		170,916		434,600

 

Proposal 6. At the Annual Meeting, the proposal to approve an increase to the number of authorized shares of common stock of the Company from 100,000,000 shares to 1,000,000,000 shares. The result of the votes were as follows:

 

For		Against		Abstain		Broker Non-Vote
308,220,013		111,313,776		31,011		0

 

 

Proposal 7. At the Annual 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 the Company’s 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-two hundred (1:200) split, with the exact ratio to be determined by the Company’s 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. The result of the votes were as follows:

 

For		Against		Abstain		Broker Non-Vote
697,417		244,649		22,735		0

 

 

Proposal 8. At the Annual Meeting, the proposal to approve an amendment to the Company’s 2021 Omnibus Equity Incentive Plan (the “2021 Plan”) to increase the number of shares of common stock issuable thereunder to 500,000 shares from 37,500 shares. The result of the votes were as follows:

 

For		Against		Abstain		Broker Non-Vote
286,513		68,703		174,985		434,600

 

Proposal 9. At the Annual Meeting, the proposal to adjourn the Annual Meeting if necessary or appropriate. The result of the votes were as follows::

 

For		Against		Abstain		Broker Non-Vote
569,795		198,989		196,017		0

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number		Description
3.1		Certificate of Amendment to Certificate of Incorporation filed and effective with the Delaware Secretary of State on August 8, 2024
104		Cover Page Interactive Data File (embedded within the XBRL document)

 

 

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 8, 2024

 

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

 

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

to the

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

of

ADITXT, INC.

 

ADITXT, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

 

FIRST: The name of the Corporation is Aditxt, Inc. The Certificate of Incorporation was filed with the Secretary of State of the State of Delaware (the “Secretary of State”) on September 28, 2017, as amended ( the “Certificate of Incorporation”).

 

SECOND: ARTICLE 4, SECTION 4.1 of the Corporation’s Certificate of Incorporation shall be amended and restated which shall read as follows:

 

4.1. Authorized Capital Stock. The total number of shares of all classes of capital stock which the Corporation is authorized to issue is 1,003,000,000 shares, consisting of 1,000,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), and 3,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”).

 

THIRD: The stockholders of the Corporation have duly approved the foregoing amendment in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly adopted and executed in its corporate name and on its behalf by its duly authorized officer as of the 8^th day of August, 2024.

 

ADITXT, INC.
By:	/s/ Amro Albanna
Name:	Amro Albanna
Title:	Chief Executive Officer

 

v3.24.2.u1

Cover	Aug. 07, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 07, 2024
Current Fiscal Year End Date	--12-31
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

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