false
0001726711
0001726711
2023-12-20
2023-12-20
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
December 20, 2023
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.) |
737 N. Fifth Street, Suite 200 Richmond, VA |
|
23219 |
(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:
| ☐ | 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 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information relating
to the Note (as defined below) included in Item 8.01 is incorporated by reference in this item to the extent required.
Item 8.01 Other Events
On
December 20, 2023, Amro Albanna, the Chief Executive Officer of Aditxt, Inc. (the “Company”) loaned $165,000 to the Company.
The loan was evidenced by an unsecured promissory note (the “Note”). Pursuant to the terms of the Note, it will accrue interest
at the Prime rate of eight and one-half percent (8.5%) per annum and is due on the earlier of June 20, 2024 or an event of default, as
defined therein.
The foregoing summary
of the Note is qualified in its entirety by reference to the text of the Note, a copy of which is filed as an exhibit hereto and incorporated
by reference herein.
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: December 22, 2023
|
Aditxt, Inc. |
|
|
|
|
By: |
/s/ Amro Albanna |
|
Name: |
Amro Albanna |
|
Title: |
Chief Executive Officer |
-2-
Exhibit 10.1
UNSECURED PROMISSORY NOTE
$165,000
December 20, 2023
FOR VALUE RECEIVED, the undersigned,
ADITXT, INC., a Delaware corporation (together with its successors and assigns, the “Borrower”), hereby promises to pay to the
order of Amro Albanna, an individual (together with his successors and assigns, the “Lender”), at the Lender’s offices at 737
N. Fifth Street, Suite 200, Richmond, Virginia (or such other place as the Lender may designate in writing to the Borrower), the aggregate
principal sum of one hundred sixty five thousand dollars ($165,000.00), with interest, upon the terms and subject to the conditions of
this unsecured promissory note (the “Note”) as set forth below. The Lender and Borrower collectively shall be referred to as
the “Parties.”
1. PAYMENT AND PREPAYMENT.
(a) REPAYMENT
OF PRINCIPAL. The Borrower shall repay the principal amount of this Note in one lump sum on the earlier of (i) June 20, 2024 (the “Maturity
Date”) or (ii) an Event of Default (as defined hereinafter).
(b) PAYMENT
OF INTEREST. The unpaid principal amount of this Note shall accrue interest (computed on the basis of a 365-day year) at the Prime rate,
as of the date of this agreement, of eight- and one-half percent (8.50%) per annum. Borrower shall repay the interest owed on the Maturity
Date.
(c) ADDITIONAL
INTEREST. If payment of any amount due under this Note shall be overdue, such overdue amount shall continue to bear interest from and
after the Maturity Date, to and including the date when paid in full.
(d) PREPAYMENT.
Any amounts due under this Note may be prepaid in full. If Borrower prepays the full principal amount owed, Borrower shall also pay interest
owed, calculated up to and including the date of prepayment.
(e) MANNER
OF PAYMENT AND PREPAYMENT. Payments and prepayments under this Note shall be applied first to interest accrued but unpaid and then to
principal. If the due date of any required payment under this Note is not a “business day” (for this purpose, any day other
than a Saturday, Sunday or legal holiday, such required payment shall be due and payable on the immediately succeeding business day.
2. EVENTS
OF DEFAULT. The occurrence and continuation of any one or more of the following events shall constitute an event of default under
this Note (“Event of Default”):
(a) PAYMENT
DEFAULT. The Borrower shall fail to make any required payment of principal of or interest on this Note.
(b) BANKRUPTCY DEFAULT. The
Borrower shall (i) commence any case, proceeding or other action relating to seeking to have an order for relief entered with
respect to it or its debts, or seeking reorganization, liquidation, dissolution, or other such relief with respect to it or its
debts, or seeking appointment of a receiver or other similar official (each of the foregoing, a “Bankruptcy Action”); (ii)
become the debtor named in any Bankruptcy Action which results in the entry of an order for relief or any such adjudication or
appointment described in the immediately preceding clause (i); or (iii) make a general assignment for the benefit of its
creditors.
In each and every Event of Default
under clause (a) or (b) of this Section 2, the Lender may, without limiting any other rights it may have at law or in equity, by written
notice to the Borrower, declare the unpaid principal of and interest on this Note due and payable, whereupon the same shall be immediately
due and payable, without presentment, demand, protest or other notice of any kind, all of which the Borrower hereby expressly waives,
and the Lender may proceed to enforce payment of such principal and interest or any part thereof in such manner as it may elect in its
discretion. In each and every Event of Default, the unpaid principal of and interest on this Note shall be immediately due and payable
without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives, and the Lender may proceed
to enforce payment of such principal and interest or any part thereof in such manner as it may elect in its discretion.
3. NOTICES.
All notices, requests, demands or communications required or permitted under this Note shall be given in writing to the Parties at their
addresses as set forth at the beginning of this Note.
4. WAIVERS; RIGHTS AND REMEDIES.
(a) WAIVERS.
No delay on the part of the Lender in exercising any right, power or privilege under this Note shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, power or privilege hereunder preclude the simultaneous or later exercise of any other
right, power or privilege hereunder. The Borrower hereby waives to the extent not prohibited by applicable law any requirement of diligence
or promptness on the part of the Lender to enforce its rights under this Note.
(b) RIGHTS
AND REMEDIES. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies which the Lender
may otherwise have.
5. AMENDMENT.
No amendment or other modification of this Note may be made without the written consent of both Parties.
6. GOVERNING
LAW. This Note shall be governed by and construed in accordance with the laws of California, and both Parties agree that any dispute
related to this Note shall be heard in the courts of San Bernardino County, California.
BORROWER: |
|
LENDER: |
|
|
|
ADITXT, INC. |
|
AMRO ALBANNA |
|
|
|
/s/ Thomas
Farley |
|
/s/ Amro Albanna |
Thomas Farley (Chief Financial Officer) |
|
Amro Albanna |
v3.23.4
Cover
|
Dec. 20, 2023 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Dec. 20, 2023
|
Entity File Number |
001-39336
|
Entity Registrant Name |
Aditxt, Inc.
|
Entity Central Index Key |
0001726711
|
Entity Tax Identification Number |
82-3204328
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
737 N. Fifth Street
|
Entity Address, Address Line Two |
Suite 200
|
Entity Address, City or Town |
Richmond
|
Entity Address, State or Province |
VA
|
Entity Address, Postal Zip Code |
23219
|
City Area Code |
650
|
Local Phone Number |
870-1200
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Title of 12(b) Security |
Common Stock, par value $0.001
|
Trading Symbol |
ADTX
|
Security Exchange Name |
NASDAQ
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Aditxt (NASDAQ:ADTX)
Historical Stock Chart
From May 2024 to Jun 2024
Aditxt (NASDAQ:ADTX)
Historical Stock Chart
From Jun 2023 to Jun 2024