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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
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 8th day of August, 2024.
ADITXT, INC. |
|
|
|
|
By: |
/s/ Amro Albanna |
|
Name: |
Amro Albanna |
|
Title: |
Chief Executive Officer |
|
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Aditxt (NASDAQ:ADTX)
Gráfica de Acción Histórica
De Ago 2024 a Sep 2024
Aditxt (NASDAQ:ADTX)
Gráfica de Acción Histórica
De Sep 2023 a Sep 2024