As filed with the Securities and Exchange
Commission September 16, 2022
Registration Statement No. 333-266183
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 3 to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ADITXT, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
23219 |
|
82-3204328 |
(State or other jurisdiction of
incorporation or organization) |
|
(Primary Standard Industrial
Classification Code Number) |
|
(I.R.S. Employer
Identification Number) |
737 N. Fifth Street, Suite 200
Richmond, VA 23219
(650) 870-1200
(Address and telephone number of registrant’s principal executive offices)
Amro Albanna
Aditxt, Inc.
Chief Executive Officer
737 N. Fifth Street, Suite 200
Richmond, VA 23219
(650) 870-1200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Richard A. Friedman, Esq. |
|
Robert F.
Charron, Esq. |
| Sean F. Reid, Esq. |
|
Matthew McCullough, Esq. |
| Emily A. Mastoloni, Esq. |
|
Ellenoff Grossman & Schole LLP |
| Sheppard, Mullin, Richter & Hampton LLP |
|
1345 Avenue of the Americas |
| 30 Rockefeller Plaza |
|
New York, NY 10105 |
| New York, NY 10112 |
|
Tel: (212) 370-1300 |
| Tel: (212) 653-8700 |
|
|
| Fax: (212) 653-8701 |
|
|
Approximate date of commencement of proposed
sale to the public:
As soon as practicable after the effective date of this registration statement becomes effective.
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:
☐
If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ |
|
Accelerated filer ☐ |
|
Non-accelerated filer ☒ |
|
Smaller reporting company ☒ |
| |
|
|
|
|
|
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 to Section 7(a)(2)(B) of the Securities Act. ☒
The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
EXPLANATORY NOTE
Aditxt, Inc. is filing
this Amendment No. 3 to its Registration Statement on Form S-1 (File No. 333-266183) (the “Registration Statement”) as an
exhibit-only filing. Accordingly, this Amendment No. 3 consists only of the facing page, this Explanatory Note, Item 16 of Part II of
the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration
Statement is unchanged and has therefore been omitted.
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits.
| Exhibit |
|
|
| Number |
|
Exhibit Description |
| 1.1 |
|
Form of Securities Purchase Agreement (incorporated by reference to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 File No. 333-266183 filed on August 30, 2021) |
| 2.1 |
|
Share Exchange Agreement, dated as of December 28, 2021 by and between AiPharma Group Ltd. and Aditxt, Inc. (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 28, 2021) |
| 3.1 |
|
Amended and Restated Certificate of Incorporation (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) |
| 3.2 |
|
Certificate of Amendment, dated June 29, 2020 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 13, 2020) |
| 3.3 |
|
Amended and Restated Bylaws (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) |
| 3.4 |
|
Certificate of Designation Series A Preferred Stock (incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-248491) |
| 3.5 |
|
Certificate of Amendment, filed with the Secretary of State of the State of Delaware on May 24, 2021 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 25, 2021) |
| 3.6 |
|
Certificate of Amendment, dated July 6, 2021 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 8, 2021) |
| 3.7 |
|
Amendment No. 1 to Amended and Restated Bylaws of Aditxt, Inc. (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 8, 2022) |
| 3.8 |
|
Certificate of Designation of Series B Preferred Stock dated July 19, 2022 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 20, 2022) |
| 3.9 |
|
Certificate of Amendment to Certificate of Incorporation of Aditxt, Inc. (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 14, 2022) |
| 4.1 |
|
Description of Securities Registered Under Section 12 of the Exchange Act (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed on March 25, 2021) |
| 4.2 |
|
Form the Company’s common stock certificate (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) |
| 4.3 |
|
Form of Series A-1 Warrant Agent Agreement (including the terms of the Series A-1 Warrant) (incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-248491) |
| 4.4 |
|
Form of Series B-1 Warrant Agent Agreement (including the terms of the Series B-1 Warrant) (incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-248491) |
| 4.5 |
|
Form of Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 30, 2021) |
| 4.6 |
|
Form of Warrant (incorporated by reference to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 File No. 333-266183 filed on August 30, 2021) |
| 4.7 |
|
Form of Placement Agent’s Warrant (incorporated by reference to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 File No. 333-266183 filed on August 30, 2021) |
| 4.8 |
|
Form of Pre-Funded Warrant (incorporated by reference to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 File No. 333-266183 filed on August 30, 2021) |
| 5.1 |
|
Opinion of Sheppard, Mullin, Richter & Hampton, LLP (incorporated by reference to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 File No. 333-266183 filed on August 30, 2021) |
| 10.1 |
|
Form of Promissory Note issued to Sekris Biomedical, Inc. (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) |
| 10.2 |
|
Warrant, dated March 8, 2018, issued to Sekris Biomedical, Inc. (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) |
| 10.3 |
|
Form of Private Placement Subscription Agreement (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) |
| 10.4 |
|
Patent Licensing Agreement, dated February 3, 2020 (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) |
| 10.5 |
|
Patent and Technology License Agreement, dated March 15, 2018 between Loma Linda University and Aditx Therapeutics, Inc. (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) |
| 10.6 |
|
Amendment Agreement to the Patent and Technology License Agreement, dated July 1, 2020 by and between Loma Linda University and Aditx Therapeutics, Inc. (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 13, 2020) |
| 10.7 |
|
2017 Equity Incentive Plan and forms of award agreements thereunder (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) |
| 10.8 |
|
Consulting Agreement, dated March 1, 2018 between Aditx Therapeutics, Inc. and Canyon Ridge Development LLC d/b/a Mission Critical Solutions International (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) |
| 10.9 |
|
Form of July 2018 Securities Purchase Agreement (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) |
| 10.10 |
|
Form of July 2018 Note (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) |
| 10.11 |
|
Form of April 2018 Promissory Note (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) |
| 10.12 |
|
Form of March 2019 Promissory Note (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) |
| 10.13 |
|
Form of October 2019 Securities Purchase Agreement (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) |
| 10.14 |
|
Form of October 2019 Note (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) |
| 10.15 |
|
Form of January 2020 Note Purchase Agreement (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) |
| 10.16 |
|
Form of January 2020 Private Placement Promissory Note (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) |
| 10.17 |
|
Consulting Agreement by and between the Company and Salveo Diagnostics, Inc., dated November 18, 2020 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 23, 2020) |
| 10.18 |
|
Form of Senior Secured Convertible Promissory Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 26, 2021) |
| 10.19 |
|
Form of Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 26, 2021) |
| 10.20 |
|
Form of Securities Purchase Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 26, 2021) |
| 10.21 |
|
Form of Registration Rights Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 26, 2021) |
| 10.22 |
|
Employment Agreement, dated as of February 24, 2021, by and between the Company and Amro Albanna (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 26, 2021) |
| 10.23 |
|
2021 Omnibus Equity Incentive Plan (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 26, 2021) |
| 10.24 |
|
Lease Agreement, dated as of May 4, 2021, by and between LS Biotech Eight, LLC as Landlord, and Aditxt Therapeutics, Inc., as Tenant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 10, 2021) |
| 10.25 |
|
Form of Securities Purchase Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 30, 2021) |
| 10.26 |
|
Placement Agency Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 30, 2021) |
| 10.27 |
|
Form of Placement Agent Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 30, 2021) |
| 10.28 |
|
Waiver and Defeasance Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 30, 2021) |
| 10.29 |
|
Secured Credit Agreement, dated as of August 27, 2021, by and among AiPharma, AiPharma Holdings Limited, AiPharma Asia Limited and the Company (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021) |
| 10.30 |
|
Security Agreement, dated as of August 27, 2021 by and between AiPharma Asia Limited and the Company (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021) |
| 10.31 |
|
Security Agreement, dated as of August 27, 2021 by and between AiPharma Limited and the Company (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021) |
| 10.32 |
|
Security Agreement – AiPharma Limited and Aditxt (BVI Law) (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021) |
| 10.33 |
|
Floating Charge (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021) |
| 10.34 |
|
Transaction Agreement, dated as of October 4, 2021, by and between the Company and AiPharma Global Holdings LLC (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021) |
| 10.35 |
|
First Amendment to Secured Credit Agreement with AiPharma Global Holdings LLC dated October 18, 2021 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021) |
| 10.36 |
|
Second Amendment to Secured Credit Agreement with AiPharma Global Holdings LLC dated October 27, 2021 (incorporated by reference to Registrant’s Original Form 10-K for the year ended December 31, 2021 filed on March 31, 2022) |
| 10.37 |
|
Employment Agreement, dated as of November 14, 2021 between Aditxt, Inc. and Amro Albanna, Chief Executive Officer (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021) |
| 10.38 |
|
Employment Agreement, dated as of November 14, 2021 between Aditxt, Inc. and Corinne Pankovcin, President and Secretary (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021) |
| 10.39 |
|
Employment Agreement, dated as of November 14, 2021 between Aditxt, Inc. and Thomas Farley, Chief Financial Officer (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021) |
| 10.40 |
|
Employment Agreement, dated as of November 14, 2021 between Aditxt, Inc. and Shahrokh Shabahang, Chief Innovation Officer (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021) |
| 10.41 |
|
Employment Agreement, dated as of November 14, 2021 between Aditxt, Inc. and Rowena Albanna, Chief Operating Officer (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021) |
| 10.42 |
|
Form of Warrant Reduction and Release Agreement dated as of November 24, 2021 (incorporated by reference to the Registrant’s Original Form 10-K for the year ended December 31, 2021 filed on March 31, 2022) |
| 10.43 |
|
First Amendment to Transaction Agreement dated November 30, 2021, by and between the Company and AiPharma Global Holdings LLC(incorporated by reference to the Registrant’s Original Form 10-K for the year ended December 31, 2021 filed on March 31, 2022) |
| 10.44 |
|
Third Amendment to Secured Credit Agreement dated November 30, 2021, by and among AiPharma, AiPharma Holdings Limited, AiPharma Asia Limited and the Company(incorporated by reference to the Registrant’s Original Form 10-K for the year ended December 31, 2021 filed on March 31, 2022) |
| 10.45 |
|
Second Amendment to Transaction Agreement dated December 7, 2021, by and between the Company and AiPharma Global Holdings LLC (incorporated by reference to the Registrant’s Original Form 10-K for the year ended December 31, 2021 filed on March 31, 2022) |
| 10.46# |
|
Secured Credit Agreement, dated as of December 8, 2021, by and among the Company and the Target Company(incorporated by reference to the Registrant’s Original Form 10-K for the year ended December 31, 2021 filed on March 31, 2022) |
| 10.47 |
|
Third Amendment to Transaction Agreement dated December 17, 2021, by and between the Company and AiPharma Global Holdings LLC(incorporated by reference to the Registrant’s Original Form 10-K for the year ended December 31, 2021 filed on March 31, 2022) |
| 10.48 |
|
Fifth Amendment to Secured Credit Agreement dated December 22, 2021, by and among AiPharma, AiPharma Holdings Limited, AiPharma Asia Limited and the Company(incorporated by reference to the Registrant’s Original Form 10-K for the year ended December 31, 2021 filed on March 31, 2022) |
| 10.49 |
|
Sixth Amendment to Secured Credit Agreement dated December 28, 2021, by and among AiPharma, AiPharma Holdings Limited, AiPharma Asia Limited and the Company(incorporated by reference to the Registrant’s Original Form 10-K for the year ended December 31, 2021 filed on March 31, 2022) |
| 10.50 |
|
Employment Agreement between Aditxt, Inc. and Matthew Shatzkes, Chief Legal Officer and General Counsel (incorporated by reference to the Registrant’s Original Form 10-K for the year ended December 31, 2021 filed on March 31, 2022) |
| 10.51 |
|
Forbearance Agreement and Seventh Amendment to Secured Credit Agreement dated as of February 14, 2022 by and among the Company, Cellvera Global Holdings LLC, Cellvera Holdings Ltd., Cellvera Asia Limited (incorporated by reference to the Registrant’s Form 10-K/A for the year ended December 31, 2021 filed on April 15, 2022) |
| 10.52 |
|
Fourth Amendment to Transaction Agreement dated December 22,2021, by and between the Company and AiPharma Global Holdings LLC (incorporated by reference to the Registrant’s Original Form 10-K for the year ended December 31, 2021 filed on March 31, 2022) |
| 10.53 |
|
Series C Warrant Agent Agreement dated December 1, 2021 (incorporated by reference to the Registrant’s Form 10-K/A for the year ended December 31, 2021 filed on April 15, 2022) |
| 10.54 |
|
Form of Placement Agent Warrant dated January 25, 2021 (incorporated by reference to the Registrant’s Form 10-K/A for the year ended December 31, 2021 filed on April 15, 2022) |
| 10.55 |
|
Forbearance Agreement and Eighth Amendment to Secured Credit Agreement dated as of March 31, 2022 (incorporated by reference to the Registrant’s Form 10-Q for the period ended March 31, 2022 filed on May 16, 2022) |
| 10.56 |
|
Security Agreement between Cellvera Holdings and Aditxt, Inc. dated as of March 31, 2022 (incorporated by reference to the Registrant’s Form 10-Q for the period ended March 31, 2022 filed on May 16, 2022) |
| 10.57 |
|
Security Agreement between Cellvera Development LLC and Aditxt, Inc. dated as of March 31, 2022 (incorporated by reference to the Registrant’s Form 10-Q for the period ended March 31, 2022 filed on May 16, 2022) |
| 10.58 |
|
Security Agreement between Cellvera Global Holdings LLC and Aditxt, Inc. dated as of March 31, 2022 (incorporated by reference to the Registrant’s Form 10-Q for the period ended March 31, 2022 filed on May 16, 2022) |
| 10.59 |
|
Amended and Restated Security Agreement between Cellvera Asia Limited and Aditxt, Inc. dated as of March 31, 2022 (incorporated by reference to the Registrant’s Form 10-Q for the period ended March 31, 2022 filed on May 16, 2022) |
| 10.60 |
|
Revenue Sharing Agreement by and among Aditxt, Inc., Cellvera Global Holdings LLC and Cellvera Asia Limited dated as of March 31, 2022 (incorporated by reference to the Registrant’s Form 10-Q for the period ended March 31, 2022 filed on May 16, 2022) |
| 10.61 |
|
Amendment to Share Exchange Agreement by and between AiPharma Group Ltd. and Aditxt, Inc. dated as of March 31, 2022 (incorporated by reference to the Registrant’s Form 10-Q for the period ended March 31, 2022 filed on May 16, 2022) |
| 10.62 |
|
Form of Agreement for the Purchase and Sale of Future Receipts (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 3, 2022) |
| 10.54 |
|
Amendment No. 1 to Series C Warrant Agent Agreement dated June 15, 2022 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 15, 2022) |
| 10.55 |
|
Inducement Offer to Exercise Series C Common Stock Purchase Warrants (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 15, 2022) |
| 10.56 |
|
Form of New Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 15, 2022) |
| 10.57 |
|
Form of Placement Agent Warrant(incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 15, 2022) |
| 10.58 |
|
Second Amendment to Share Exchange Agreement by and between AiPharma Group Ltd. and Aditxt, Inc. dated June 10, 2022 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 16, 2022) |
| 10.59 |
|
Subscription and Investment Representation Agreement dated July 19, 2022 by and between Aditxt, Inc. and the purchaser signatory thereto (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 20, 2022) |
| 10.60 |
|
Unsecured Promissory Note dated July 21, 2022 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 26, 2022) |
| 10.61 |
|
Form of Securities Purchase Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 10, 2022) |
| 10.62 |
|
Form of August 2022 Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 10, 2022) |
| 10.63 |
|
Form of August 2022 Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 10, 2022) |
| 10.64 |
|
Form of Registration Rights Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 10, 2022) |
| 10.65 |
|
Form of Security Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 10, 2022) |
| 10.66 |
|
Form of First Amendment and Waiver (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 7, 2022) |
| 10.67 |
|
Form of Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 7, 2022) |
| 10.68 |
|
Form of August 2022 Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 14, 2022) |
| 10.69 |
|
Form of August 2022 Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 14, 2022) |
| 23.1 |
|
Consent of dbbmckennon, independent registered public accounting firm* |
| 23.2 |
|
Consent of Sheppard, Mullin, Richter & Hampton LLP (included in Exhibit 5.1) |
| 107 |
|
Filing Fee Table |
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
| 1. | To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to: |
| i. | Include
any prospectus required by Section 10(a)(3) of the Securities Act. |
| ii. | Reflect
in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and |
| iii. | Include
any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material
change to such information in the registration statement; |
provided, however, that paragraphs (1)(i),
(ii) and (iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to
Rule 424(b) that is part of the registration statement.
|
|
2. |
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof; |
| 3. | To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering; |
| 4. | That,
for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as
part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used
after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify
any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use. |
The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-1 to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of Richmond, State of Virginia, on the 16th day of September,
2022.
| |
Aditxt, Inc. |
| |
|
| |
By: |
/s/ Amro Albanna |
| |
|
Name: |
Amro Albanna |
| |
|
Title: |
Chief Executive Officer |
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement on Form S-1 has been signed by the following persons in the capacities and on
the dates indicated below.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Amro Albanna |
|
Chief Executive Officer |
|
September
16, 2022 |
| Amro Albanna |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Corinne Pankovcin |
|
President |
|
September
16, 2022 |
| Corinne Pankovcin |
|
|
|
|
| |
|
|
|
|
| /s/
Thomas J. Farley |
|
Chief Financial Officer |
|
September
16, 2022 |
| Thomas J. Farley |
|
(Principal Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| * |
|
Director |
|
September
16, 2022 |
| Brian Brady |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
September
16, 2022 |
| Namvar Kiaie |
|
|
|
|
| |
|
|
|
|
* |
|
Director |
|
September
16, 2022 |
| Jeffrey W. Runge, M.D. |
|
|
|
|
| |
|
|
|
|
| * |
|
Chief Innovation Officer
and Director |
|
September
16, 2022 |
| Shahrokh Shabahang |
|
|
|
|
| By: |
/s/
Amro Albanna |
|
| |
Amro Albanna, Attorney-in-fact |
|
6
