Aditxt, Inc 8-K, filed Aug 20, 2020
Aditxt, Inc. (ADTX)
About this 8-K
Aditxt, Inc filed this 8-K on August 20, 2020, reporting on events of August 19, 2020.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
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 19, 2020
Aditx Therapeutics, 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.) |
|
11161 Anderson Street Suite 105-10014 |
92354 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (909) 488-0844
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 1.01 | Entry into a Material Definitive Agreement. |
On August 19, 2020, Aditx Therapeutics, Inc. (the “Company”) entered into an Amendment Agreement (the “Amendment”) with VStock Transfer, LLC, the Company’s warrant agent (the “Warrant Agent”) in connection with its Series A Warrants (the “Series A Warrants”) to purchase shares of the Company’s common stock, par value $0.001 per share. Pursuant to the Amendment, the Company and Warrant Agent agreed to modify the exercise price of the Series A Warrants from $9.00 per share to $4.50 per share. The Series A Warrants were issued as part of the Units offered by the Company in its initial public offering that were registered under the Securities Act of 1933, as amended (the “Securities Act”), as set forth in the Company’s Prospectus, dated June 29, 2020, filed with the SEC on July 2, 2020 pursuant to Rule 424(b) under the Securities Act, File No. 333-235933.
The foregoing description of the Amendment is qualified in its entirety by reference to the text of such agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment Agreement, dated August 19, 2020 |
1
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.
| ADITX THERAPEUTICS, INC. | ||
| Date: August 20, 2020 | By: | /s/ Corinne Pankovcin |
| Corinne Pankovcin | ||
| Chief Financial Officer | ||
2
Exhibit 10.1
AMENDMENT
TO
SERIES A WARRANT AGENT AGREEMENT
This AMENDMENT TO SERIES A WARRANT AGENT AGREEMENT (this “Amendment”) is dated as of August 19, 2020, by and between Aditx Therapeutics, Inc., a Delaware corporation (the “Company”) and VStock Transfer, LLC (the “Warrant Agent”). Capitalized terms used herein but otherwise not defined shall have the meanings ascribed to them in the Warrant Agreement (as defined below).
WHEREAS, the Company and the Warrant Agent previously entered into that certain Series A Warrant Agent Agreement (the “Warrant Agreement”), dated as of June 29, 2020, pursuant to which the Company issued Series A Warrants to purchase from the Company one share of the Company’s common stock per Series A Warrant (the “Series A Warrants”), at an exercise price of $9.00 per whole share, pursuant to the terms set forth in the Warrant Agreement;
WHEREAS, pursuant to Section 7.12 of the Warrant Agreement, the Company and the Warrant Agent may amend the Warrant Agreement without the consent of any holder of Series A Warrants for the purpose of changing any provisions of the Warrant Agreement that the parties determine, in good faith, shall not adversely affect the interest of the Holders; and
WHEREAS, the Company and the Warrant Agent desire to amend the Warrant Agreement to decrease the Exercise Price of the Series A Warrants from $9.00 per whole share to $4.50 per whole share.
NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Company and Warrant Agent each agree to as follows:
1. Amendment to Exercise Price. The Exercise Price defined in Section 3.1 of the Warrant Agreement as “$9.00 per whole share” is hereby replaced with “$4.50 per whole share”.
2. Entire Agreement. Except as specifically set forth in this Amendment, the Warrant Agreement shall remain unaltered and in full force and effect and the respective terms, conditions or covenants thereof are hereby in all respects ratified and confirmed. In the event of a conflict between the terms of the Warrant Agreement and this Amendment, the terms of this Amendment shall govern.
3. Counterparts. This Amendment may be executed in any number of original, facsimile or electronic counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
[Signature Page Follows]
1
IN WITNESS WHEREOF, this Amendment to Series A Warrant Agent Agreement has been duly executed by the parties hereto as of the day and year first above written.
| ADITX THERAPEUTICS, INC. | ||
| By: | /s/ Amro Albanna | |
| Name: | Amro Albanna | |
| Title: | Chief Executive Officer | |
| VSTOCK TRANSFER, LLC | ||
| By: | /s/ Young D. Kim | |
| Name: | Young D. Kim | |
| Title: | Compliance Officer | |
2