Current Report Filing (8-k)
February 26 2021 - 4:26PM
Edgar (US Regulatory)
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): February
24, 2021
Aditx Therapeutics, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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001-39336
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82-3204328
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(State or
other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification
No.)
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2569 Wyandotte St., Suite 101
Mountain View, CA
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94043
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (909) 488-0844
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001
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ADTX
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The Nasdaq Stock Market LLC
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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.
Employment Agreement
On February 24, 2021,
the Company entered into an Employment Agreement with Mr. Amro Albanna, the Chief Executive Officer and President of the Company
and a member of the board of directors (the “Employment Agreement”). Pursuant to the Employment Agreement, Mr. Albanna
will receive (i) a base salary at the annual rate of $280,000 per year (prorated for any partial year) payable in bimonthly installments,
(ii) a one-time sign-on bonus in the amount of $300,000, paid in accordance with the Company’s regular payroll in two (2)
equal installments, the first payable after Mr. Albanna completes the first 30 days of employment and the second payable after
Mr. Albanna completes 80 days of employment, (iii) the opportunity to earn an annual bonus of up to 2% of the Company’s earnings
before interest, taxes, depreciation, and amortization (EBITDA) based on the previous fiscal year, provided that such bonus will
not exceed two (2) times Mr. Albanna’s base salary, and (iv) the grant (the “Albanna Grant”) of an aggregate
of 300,000 shares of restricted stock, par value $0.001 per share (“Restricted Stock”): (A) 225,000 shares of Restricted
Stock pursuant to the Company’s 2017 Equity Incentive Plan, and (B) upon approval and adoption of the 2021 Plan by the Company’s
stockholders, 75,000 shares of Restricted Stock pursuant to the Company’s 2021 Omnibus Equity Incentive Plan. The Albanna
Grant vests in equal installments over the course of three (3) years, beginning on March 31, 2021.
The term of Mr. Albanna’s
engagement under the Employment Agreement commences as of the Effective Date (as defined in the Employment Agreement) and continues
until September 28, 2023, unless earlier terminated in accordance with the terms of the Employment Agreement. The term of Mr. Albanna’s
Employment Agreement is automatically renewed for successive one (1) year periods until terminated by Mr. Albanna or the Company.
The foregoing description
of the terms of the Employment Agreement is qualified in its entirety by reference to the provisions of the Employment Agreement,
which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
2021 Omnibus Equity Incentive Plan
On February 24, 2021,
the board of directors (the “Board”) of the Company adopted the Aditx Therapeutics, Inc. 2021 Omnibus Equity Incentive
Plan (the “2021 Plan”). The 2021 Plan provides for grants of nonqualified stock options, incentive stock options,
stock appreciation rights, restricted stock and restricted stock units, and other stock-based awards (collectively, the “Awards”).
Eligible recipients of Awards includes employees, directors or independent contractors of the Company or any affiliate of the Company.
The Compensation Committee of the Board (the “Committee”) will administer the 2021 Plan. A total of 3,000,000 shares
of common stock, par value $0.001 per share (“Common Stock”), of the Company may be issued pursuant to Awards granted
under the 2021 Plan. The exercise price per share for the shares to be issued pursuant to an exercise of a stock option will be
no less than one hundred percent (100%) of the Fair Market Value (as defined in the 2021 Plan) of a share of Common Stock on the
date of grant. The 2021 Plan will be submitted to the stockholders of the Company at the Company’s 2021 annual meeting of
stockholders for their approval and adoption, and a proposal regarding approval of the 2021 Plan will be included in the Company’s
proxy statement for that annual meeting.
The foregoing description
of the terms of the 2021 Plan is qualified in its entirety by reference to the provisions of the 2021 Plan, which is filed as Exhibit
10.2 to this Current Report on Form 8-K and incorporated by reference herein.
Restricted Stock Grant
On February 24, 2021, the compensation committee of the Board approved
grants to Corinne Pankovcin (the “Pankovcin Grants”), the Company’s Chief Financial Officer, in the aggregate
amount of 165,000 shares of Restricted Stock as follows: (i) 110,000 shares of Restricted Stock issued pursuant to the Company’s
2017 Equity Incentive Plan, and (ii) upon approval and adoption of the 2021 Plan by the Company’s stockholders, 55,000 shares
of Restricted Stock issued pursuant to the 2021 Plan. The Pankovcin Grants vest in equal installments over the course of three
(3) years, beginning on March 31, 2021.
Employment Agreement
Information concerning
the Company’s entrance into the Employment Agreement set forth in Item 1.01 above is hereby incorporated into this Item 5.02
by reference.
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.
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ADITX THERAPEUTICS, INC.
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Date: February 26, 2021
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By:
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/s/ Corinne Pankovcin
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Corinne Pankovcin
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Chief Financial Officer
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