Aditxt, Inc DEFR14A, filed Aug 15, 2022
Aditxt, Inc. (ADTX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
Aditxt, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11 |
737 N. Fifth Street, Suite 200
Richmond, VA 23219
AMENDMENT NO. 1 TO PROXY STATEMENT
FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 16, 2022
This Amendment No.1 to the Proxy Statement (this “Amendment”) is being filed to amend the definitive proxy statement filed by Aditxt, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (“SEC”) on August 1, 2022 (the “Proxy Statement”) and made available to the Company’s stockholders in connection with the solicitation of proxies by the Company’s Board of Directors (the “Board”) for use at the Special Meeting of Stockholders, scheduled to be held on August 16, 2022 at 12:00 p.m. (Eastern Time) (the “Special Meeting”). This Amendment is being filed with the SEC on or about August 15, 2022.
This Amendment updates the disclosure in the Proxy Statement on the vote requirements for Proposal 2, “Approval of the Reverse Stock Split Proposal” (“Proposal 2”). The vote required to approve Proposal 2 is the approval of a majority of the voting power of the outstanding shares of Common Stock and Preferred Stock of the Company entitled to vote, voting together as a single class.
Except as specifically amended herein, all information in the Proxy Statement remains unchanged. No other changes have been made to the Proxy Statement. If you have already returned your proxy card or provided voting instructions, you do not need to take any action unless you wish to change your vote. This Amendment should be read in conjunction with the 2022 Proxy Statement.
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The “Votes Required” column with respect to the vote required to approve Proposal 1 as described on page 4 of the Proxy Statement under the heading “Questions and Answers about this Proxy Material and Voting – How many votes are needed to approve each proposal?” is hereby amended and restated in its entirety as follows:
How many votes are needed to approve each proposal?
The following sets forth the votes that are required to approve each of the proposals, and the impact of abstentions and broker non-votes:
| Proposal | Votes Required |
Voting Options |
Impact of |
Broker Allowed | ||||
| Proposal No. 1: Increase in the number of shares of authorized common stock | The affirmative vote of the holders of a majority of the outstanding shares of our common stock. | “FOR” “AGAINST” “ABSTAIN” |
(1) | Yes | ||||
| Proposal No. 2: Authorization of the reverse stock split. | The affirmative vote of the holders of a majority of the voting power of the outstanding shares of Common Stock and Preferred Stock of the Company entitled to vote, voting together as a single class, must vote FOR to approve the proposal. | “FOR” “AGAINST” “ABSTAIN” |
(1) | Yes |
| (1) | Abstentions will have the effect of a vote against this proposal. |
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The vote required to approve Proposal 2 as described on page 14 of the Proxy Statement under the heading “Proposal 2 – The Reverse Stock Split Proposal – Required Vote of Stockholders” is hereby amended and restated in its entirety as follows:
The affirmative vote of a majority of the voting power of the outstanding shares of Common Stock and Preferred Stock of the Company entitled to vote, voting together as a single class, on this item at the Special Meeting is required for approval of this Proposal 1. Proxies solicited by our Board of Directors will be voted for approval of this Proposal 2 unless otherwise specified.