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): September
6, 2024
Aditxt, 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.) |
| 2569 Wyandotte Street, Suite 101, Mountain View, CA |
|
94043 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (650) 870-1200
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.
As
previously reported in a Current Report on Form 8-K filed by the Aditxt, Inc. (the “Company”), on December 11, 2023 the Company
entered into an Agreement and Plan of Merger (the “Merger Agreement”) with
Adifem, Inc. f/k/a Adicure, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”)
and Evofem Biosciences, Inc., a Delaware corporation (“Evofem”), pursuant to which, Merger Sub will be merged into
and with Evofem (the “Merger”), with Evofem surviving the Merger as a wholly owned subsidiary of the Company.
As previously reported in a Current Report on Form 8-K filed by the Company,
on July 12, 2024, the Company, Merger Sub and Evofem entered into an Amended and Restated Agreement and Plan of Merger (the “Amended
and Restated Merger Agreement”), pursuant to which, among other things, the parties agreed that on or prior to (a) the date of this
Agreement, July 12, 2024 (the “Initial Parent Equity Investment Date”), the Company shall purchase 500 shares of Evofem’s
Series F-1 Preferred Stock, par value $0.0001 per share (“F-1 Preferred Stock”) for an aggregate purchase price of $500,000
(the “Initial Parent Equity Investment”), (b) August 9, 2024 (the “Second Parent Equity Investment Date”),
the Company shall purchase an additional 500 shares of the F-1 Preferred Stock for an additional aggregate purchase price of $500,000
(the “Second Parent Equity Investment”), (c) the earlier of August 30, 2024 or five (5) business days of the closing
of a public offering by the Company resulting in aggregate net proceeds to the Company of no less than $20,000,000, (such earlier date
the “Third Parent Equity Investment Date”), the Company shall purchase an additional 2,000 shares of F-1 Preferred
Stock for an additional aggregate purchase price of $2,000,000 (the “Third Parent Equity Investment”) and (d) September
30, 2024, (the “Fourth Parent Equity Investment Date”), the Company shall purchase an additional 1,000 shares of the
F-1 Preferred Stock for an additional aggregate purchase price of $1,000,000 (the “Fourth Parent Equity Investment”).
As previously
reported in the Company’s Quarterly Report on form 10-Q for the quarterly period ended June 30, 2024, on August 16, 2024, the Company,
Merger Sub and Evofem entered into Amendment No. 1 to the Amended and Restated Merger Agreement (“Amendment No. 1”),
pursuant to which the date by which the Company is to make the Third Parent Equity Investment was amended to the earlier of September
6, 2024 or five (5) business days of the closing of a public offering by Parent resulting in aggregate net proceeds to Parent of no less
than $20,000,000. Except as set forth herein, the terms and conditions of the Amended and Restated Merger Agreement have not been modified.
On September 6, 2024, the
Company, Merger Sub and Evofem entered into Amendment No. 2 to the Amended and Restated Merger Agreement (“Amendment No. 2”),
pursuant to which the date by which the Company shall make the Third Parent Equity Investment was amended from September 6, 2024
to September 30, 2024 and adjust the amount of such investment from $2 million to $1.5 million, and to extend the date by which Aditxt
shall make the Fourth Parent Equity Investment (as defined under the Amended and Restated Merger Agreement) was amended from September
30, 2024 to October 31, 2024 and adjust the amount of such investment from $1 million to $1.5 million.
The foregoing description of Amendment No. 2 is
not complete and is qualified in its entirety by reference to the full text of Amendment No. 2, a copy of which is filed as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated by reference herein.
Important Information
for Stockholders
This
Current Report on Form 8-K and the exhibits hereto is not a proxy statement or solicitation of a proxy, consent or authorization with
respect to any securities or in respect of the potential transactions and shall not constitute an offer to sell or a solicitation of any
vote or approval, or of an offer to buy the securities of the Company or Evofem, nor shall there be any sale of any such securities in
any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements
of the Securities Act.
In connection with the
proposed transactions, the Company intends to file the Proxy Statement / Registration Statement with the SEC, which will include a proxy
statement/prospectus of the Company. the Company also plans to file other documents with the SEC regarding the proposed transactions.
After the Proxy Statement / Registration Statement has been cleared by the SEC, a definitive proxy statement/prospectus will be mailed
to the stockholders of the Company. STOCKHOLDERS OF THE COMPANY AND EVOFEM ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED TRANSACTIONS THAT WILL BE FILED WITH THE
SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. Stockholders
will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about the Company
and Evofem once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov.
Participants in the
Solicitation
The
Company and its executive officers, directors, other members of management, employees and Evofem may be deemed, under SEC rules, to be
participants in the solicitation of proxies from the Company’s shareholders with respect to the proposed transaction. Information
regarding the executive officers and directors of the Company is set forth in its definitive proxy statement for its 2022 annual meeting
filed with the SEC on July 20, 2023, as amended. More detailed information regarding the identity of potential participants, and
their direct or indirect interests, by securities holdings or otherwise, will be set forth in the Proxy Statement / Registration Statement
on Form S-4 and other materials to be filed with the SEC in connection with the Merger Agreement.
Cautionary Note on Forward-Looking Statements
This
Current Report on Form 8-K contains certain forward-looking statements within the meaning of the “safe harbor “provisions
under the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained
in this Current Report on Form 8-K, including statements regarding the Company’s
or Evofem’s future results of operations and financial position are forward-looking statements. These forward-looking statements
generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,”
“target,” “intend,” “strategy,” “future,” “opportunity,” “plan,”
“may,” “should,” “will,” “would,” “will be,” “will continue,”
“will likely result,” and similar expressions. These statements are based on various assumptions, whether or not
identified in this Current Report on Form 8-K, and on the current expectations of the respective management teams of the Company and Evofem
and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not
intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance, a prediction or a definitive statement of
fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of the Company and Evofem.
These
forward-looking statements are subject to a number of risks including, but not limited to, the following risks relating to the proposed
transactions: (1) the risk that the proposed transactions may not be completed in a timely manner or at all, which may adversely affect
the price of the Company’s securities; (2) the failure to satisfy the conditions to the closing, including the approval by the stockholders
of the Company; (3) the ability to realize the anticipated benefits of the proposed transactions; and (4) other risks and
uncertainties indicated from time to time in the Company’s public filings with the SEC. If any of these risks materialize or the
Company’s and Evofem’s assumptions prove incorrect, actual results could differ materially from the results implied by these
forward-looking statements. You should carefully consider the risks and uncertainties described in the “Risk Factors” section
of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and other documents we filed, or will file, including the
proxy statement/prospectus, with the SEC. There may be additional risks that neither the Company nor Evofem presently know, or that the
Company or Evofem currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect the Company’s and Evofem’s expectations, plans or forecasts of
future events and views as of the date of this Current Report on Form 8-K. The Company and Evofem anticipate that subsequent events and
developments will cause the Company’s and Evofem’s assessments to change. However, while the Company and Evofem may elect
to update these forward-looking statements at some point in the future, the Company and Evofem specifically disclaim any obligation to
do so, except as otherwise required by law. These forward-looking statements should not be relied upon as representing the Company’s
and Evofem’s assessments of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should
not be placed upon the forward-looking statements.
No Offer or Solicitation
This Current
Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities
or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy any securities,
nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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.
| |
ADITXT, INC. |
| |
|
|
| Date: September 6, 2024 |
By: |
/s/ Amro Albanna |
| |
|
Amro Albanna |
| |
|
Chief Executive Officer |
Exhibit 10.1
THIS SECOND AMENDMENT dated
as of September 6, 2024 (this “Amendment”), to that certain Amended and Restated Agreement and Plan of Merger dated
as of July 12, 2024 (as amended hereby, the “Restated Merger Agreement”), which amended and restated in its entirety
that certain Agreement and Plan of Merger dated December 11, 2023, is entered into by and among Aditxt, Inc., a Delaware corporation (“Parent”),
Adifem, Inc., a Delaware corporation (“Merger Sub”) and Evofem Biosciences, Inc., a Delaware corporation (the “Company”,
and, together with Parent and Merger Sub, the “Parties” and each, a “Party”), as amended by that
certain First Amendment to the Restated Merger Agreement by and among the Parties dated as of August 16, 2024 (the Restated Merger Agreement,
as amended thereby and by this Amendment, the “Merger Agreement”). All defined terms used herein that are not otherwise
defined herein shall have the meanings set forth in the Merger Agreement.
WHEREAS, Parent, Merger Sub
and Parent mutually desire to amend the Merger Agreement as provided below.
NOW, THEREFORE, in further consideration of the
promises contained herein and the mutual obligations of the Parties, the receipt and sufficiency of which are hereby expressly acknowledged,
the Parties, intending to be legally bound, hereby agree as follows:
Article 1. Amendments.
Section 2.1. Changes to Section 6.10 of
the Merger Agreement. Section 6.10 of the Merger Agreement is hereby amended and restated in its entirety as follows:
“Section 6.10 Parent
Equity Investment. On or prior to (a) the date of this Agreement, July 12, 2024 (the “Initial Parent Equity Investment
Date”), Parent shall purchase 500 shares of the Company’s Series F-1 Preferred Stock, par value $0.0001 per share (“F-1
Preferred Stock”) for an aggregate purchase price of $500,000 (the “Initial Parent Equity Investment”), (b)
August 9, 2024 (the “Second Parent Equity Investment Date”), Parent shall purchase an additional 500 shares of the
F-1 Preferred Stock for an additional aggregate purchase price of $500,000 (the “Second Parent Equity Investment”),
: (c) September 30, 2024 (the “Third Parent Equity Investment Date”), Parent shall purchase 1,500 shares of F-1 Preferred
Stock for an aggregate purchase price of $1,500,000 (the “Third Parent Equity Investment”) and (d) October 31, 2024,
(the “Fourth Parent Equity Investment Date”), Parent shall purchase 1,500 shares of the F-1 Preferred Stock for an
aggregate purchase price of $1,500,000 (the “Fourth Parent Equity Investment”). The foregoing numbers of shares of
F-1 Preferred Stock shall be equitably adjusted for any stock split, reverse stock split, stock dividend (including any dividend or other
distribution of securities convertible into F-1 Preferred Stock), subdivision, reorganization, reclassification, recapitalization, combination,
exchange of shares or other like change with respect to the number of shares of F-1 Preferred Stock outstanding after the date hereof
and prior to the Effective Time or any change to the “Stated Value” thereof as set forth in that certain Amended and
Restated Certificate of Designations of Series F-1 Convertible Preferred Stock of the Company.”
Section 2.2. Change to Section 8.1(b)(ii)
of the Merger Agreement. Section 8.1(b)(ii) of the Merger Agreement is hereby amended by changing the date “September 30, 2024”
to “November 29, 2024.”
Article 2. Miscellaneous.
Section 2.1 Severability.
Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate
the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.
Section 2.2 Ratifications.
The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the
Merger Agreement and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Merger Agreement
are ratified and confirmed and shall continue in full force and effect. The Parties agree that the Merger Agreement shall continue to
be legal, valid, binding and enforceable in accordance with its terms.
Section 2.3 Entire
Agreement. This Amendment, the Merger Agreement and such other agreements, documents and instruments referred to in Section 9.6(b)
of the Merger Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof, and supersede
all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.
Section 2.4 Miscellaneous.
The terms and provisions of Article IX of the Merger Agreement (other than Section 9.6(b), which Section 2.3 of this Amendment above replaces
for purposes of this Amendment) are incorporated herein by reference as if set forth herein and shall apply mutatis mutandis to
this Amendment.
IN WITNESS WHEREOF, the undersigned have executed
this Amendment as of the date first set forth above.
| |
Aditxt, Inc. |
| |
|
|
| |
By: |
/s/ Amro Albanna |
| |
Name: |
Amro Albanna |
| |
Title: |
CEO |
| |
|
|
| |
Adifem, Inc. |
| |
|
| |
By: |
/s/ Amro Albanna |
| |
Name: |
Amro Albanna |
| |
Title: |
CEO |
| |
|
|
| |
Evofem Biosciences, Inc. |
| |
|
|
| |
By: |
/s/ Saundra Pelletier |
| |
Name: |
Saundra Pelletier |
| |
Title: |
CEO |
Grafico Azioni Aditxt (NASDAQ:ADTX)
Storico
Da Ott 2024 a Nov 2024
Grafico Azioni Aditxt (NASDAQ:ADTX)
Storico
Da Nov 2023 a Nov 2024
