shoondale
3 days ago
Again February 28 is the meeting. They will delay the finality of the agenda to a later date only if they are not satisfied they have the votes to enact the reverse split. But the meeting will still take place at noon on the 28th of February. So maybe some deals are being worked out in private to secure the votes for the reverse split. I'm speculating the range is pure window dressing and the final ratio is 1:250. https://www.streetinsider.com/SEC+Filings/Form+DEF+14A+Aditxt%2C+Inc.+For%3A+Feb+28/24253726.html
We are pleased to invite you to attend the special meeting of stockholders (the “Special Meeting”) of Aditxt, Inc. (the “Company”), which will be held on February 28, 2025 at 12:00 PM ET.
The Special Meeting will be held in a virtual-only meeting format at www.virtualshareholdermeeting.com/ADTX2025SM.
In addition to voting by submitting your proxy prior to the Special Meeting, you also will be able to vote your shares electronically during the Special Meeting. Further details regarding the virtual meeting are included in the accompanying proxy statement. At the Special Meeting, the holders of our outstanding common stock will act on the following matters:
1. To approve, for the purpose of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying shares of Series A-1 Convertible Preferred Stock originally issued by the Company in December 2023 (the “Series A-1 Proposal”);
2. To approve, for the purpose of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying shares of Series C-1 Convertible Preferred Stock and common stock purchase warrants originally issued by the Company in May 2024 and August 2024 (the “Series C-1 Proposal”);
3. To approve, for the purpose of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying common stock purchase warrants originally issued by the Company in July 2024 (the “July Warrant Proposal”);
4. To grant discretionary authority to our board of directors to (i) amend our certificate of incorporation to combine outstanding shares of our 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 fifty (1:250) split, with the exact ratio to be determined by our board of directors in its sole discretion; and (ii) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders (the “Reverse Stock Split Proposal”);
5. To authorize the adjournment of the Special Meeting if necessary or appropriate, including to solicit additional proxies in the event that there are not sufficient votes at the time of the Special Meeting or adjournment or postponement thereof to approve any of the foregoing proposals (the “Adjournment Proposal”); and
6. To transact such other matters as may properly come before the Special Meeting and any adjournment or postponement thereof.
Our board of directors has fixed January 21, 2025 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting and at any adjournment or postponement of the meeting.
shoondale
4 days ago
Kim Vs Albanna
Case Summary
On 10/17/2017 a Property - Other Property Fraud case was filed by Kim against Albanna in the jurisdiction of Riverside County Superior Courts, Riverside Historic Courthouse located in Riverside, California.
Case Details
Case Number
********
Filing Date
10/17/2017
Case Status
Disposed - Other Disposed
Case Type
Property - Other Property Fraud
Court
Riverside County Superior Courts
Courthouse
Riverside Historic Courthouse
County, State
Riverside, California
https://unicourt.com/case/ca-riv-kim-vs-albanna-1447455
"Serious question. Is this a scam company? The Yahoo's on there say it is. Anyone know?"...Ask Yong Kim what he thinks.
https://www.sec.gov/Archives/edgar/data/1726711/000121390020022991/ea125789ex10-1_aditx.htm
EX-10.1 2 ea125789ex10-1_aditx.htm AMENDMENT AGREEMENT, DATED AUGUST 19, 2020
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
shoondale
4 days ago
Sporty...Big meeting coming up for you buddy and your fellow shareholders...Any questions. comments, or concerns Sporty?:
https://www.streetinsider.com/SEC+Filings/Form+DEF+14A+Aditxt%2C+Inc.+For%3A+Feb+28/24253726.html
Is the reverse split solely to avoid delisting? one-for-two hundred fifty (1:250)? Can anyone say ouch (that has to make everyone's bottom sore)? Why a virtual meeting instead of a face-to-face meeting? What if massive dilution ensues?
We are pleased to invite you to attend the special meeting of stockholders (the “Special Meeting”) of Aditxt, Inc. (the “Company”), which will be held on February 28, 2025 at 12:00 PM ET.
The Special Meeting will be held in a virtual-only meeting format at www.virtualshareholdermeeting.com/ADTX2025SM.
In addition to voting by submitting your proxy prior to the Special Meeting, you also will be able to vote your shares electronically during the Special Meeting. Further details regarding the virtual meeting are included in the accompanying proxy statement. At the Special Meeting, the holders of our outstanding common stock will act on the following matters:
1. To approve, for the purpose of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying shares of Series A-1 Convertible Preferred Stock originally issued by the Company in December 2023 (the “Series A-1 Proposal”);
2. To approve, for the purpose of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying shares of Series C-1 Convertible Preferred Stock and common stock purchase warrants originally issued by the Company in May 2024 and August 2024 (the “Series C-1 Proposal”);
3. To approve, for the purpose of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying common stock purchase warrants originally issued by the Company in July 2024 (the “July Warrant Proposal”);
4. To grant discretionary authority to our board of directors to (i) amend our certificate of incorporation to combine outstanding shares of our 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 fifty (1:250) split, with the exact ratio to be determined by our board of directors in its sole discretion; and (ii) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders (the “Reverse Stock Split Proposal”);
5. To authorize the adjournment of the Special Meeting if necessary or appropriate, including to solicit additional proxies in the event that there are not sufficient votes at the time of the Special Meeting or adjournment or postponement thereof to approve any of the foregoing proposals (the “Adjournment Proposal”); and
6. To transact such other matters as may properly come before the Special Meeting and any adjournment or postponement thereof.
Our board of directors has fixed January 21, 2025 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting and at any adjournment or postponement of the meeting.
shoondale
4 days ago
Lookie! Lookie!...This is one talented family serving ADTX...https://www.aditxt.com/about/leadership/
Amro Albanna
Co-founder and Chief Executive Officer
Founded eight startups to commercialize innovations in various industries including enterprise software, research incubation, GPS & wireless, nano sensors, consumer health and biotech. Led multiple M&A and going-public transactions as a founder, co-founder and/or senior executive.
Rowena Albanna
Chief Operating Officer
Has over 20 years of experience serving in senior leadership roles that require synergies between operational and technical proficiencies for both technology startups and public companies. Experienced across a wide variety of industries including biotechnology, insect control, nanotechnology, consumer electronics, financial, telecommunications, e-commerce, online marketing, medical, and defense.
With talent like this family onboard; one wonders why the stock price has fallen off the cliff? 8 startups? Hmmm. I wonder what happened to them all? This requires more investigation.
Profile
Amro Albanna is the founder of VeriTeQ Corp.
(founded in 2002), Timely Technology Corp (founded in 1997), QMotions, Inc. (founded in 2003), Nano Engineered Applications, Inc. (founded in 2010), Innovation Economy Corp.
(founded in 2010), and Aditxt, Inc. (founded in 2017).
He held the title of President at Timely Technology Corp.
He held the title of Chief Executive Officer & Director at QMotions, Inc., Nano Engineered Applications, Inc., and Innovation Economy Corp.
Currently, Mr. Albanna is a Director at Smart Oxygen Solutions, Inc., Smartriverside, and Pearsanta, Inc. He was also the Chief Executive Officer & Director at Olfactor Laboratories, Inc. from 2010 to 2017.
Mr. Albanna obtained his undergraduate degree from California State University-San Bernardino in 1991.
https://www.marketscreener.com/insider/AMRO-ALBANNA-A16YCC/
Invest-in-America
2 weeks ago
ADTX: Heck, Dude, I am STILL holding all of mine --- that outrageous VOLUME here is still telling me SOMETHING. (Tom Brady had an impossible comeback, so why not ADTX?? I know, a BONKERS analogy for sure, but even my ATHEIST Brother is praying now!! See HIM, below!!)
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