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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): March 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.) |
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 (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
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
2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
On
March 6, 2024, Aditxt, Inc. (the “Company”) received correspondence from 532 Realty Associates, LLC (the “Landlord”)
that the Company is in default under that certain Agreement of Lease dated November 3, 2021 by and between the Landlord and the Company
(the “Lease”) for failure to pay Basic Rent and Additional Rent (as each term is defined in the Lease) in the aggregate amount
of $40,707 (the “Past Due Rent”).
The
Company is working with the Landlord to come to an amicable resolution. However, no assurance can be given that the parties will reach
an amicable resolution on a timely basis, on favorable terms, or at all. In addition to the Past Due Rent, the Company remains obligated
for the full amount of Basic Rent and Additional Rent and other charges payable due during the remaining term of the Lease (less only
any net proceeds received by the Landlord if the premises is relet), which the Company estimates to be approximately $85,000. If the
Company is unable to resolve the alleged defaults under the Lease, it could have a material adverse effect on the Company’s liquidity,
financial condition and results of operations.
Item
8.01 Other Events
On
March 7, 2024, Sixth Borough Capital Fund, LP loaned $300,000 to Aditxt, Inc. The loans were 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 March 31, 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.
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: March 11, 2024 |
By: |
/s/ Amro Albanna |
|
|
Amro Albanna |
|
|
Chief Executive Officer |
2
Exhibit 10.1
UNSECURED PROMISSORY NOTE
$300,000.00
March 7, 2024
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 Sixth Borough Capital Fund LP, a Delaware limited partnership (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 Three Hundred Thousand Dollars ($300,000.00), 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) March 31, 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 New York, and both Parties agree that any dispute
related to this Note shall be heard in the courts of New York, New York.
BORROWER: |
| LENDER: |
|
| |
ADITXT, INC.
| | SIXTH BOROUGH CAPITAL FUND, LP |
|
| |
/s/ Amro Albanna |
| /s/ Robert D. Keyser, Jr. |
By: |
Amro Albanna |
| By: |
Robert D. Keyser, Jr. |
Title: |
Chief Executive Officer |
| Title: |
President |
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