Aditxt, Inc. entered into Securities Purchase Agreement with an accredited investor valued at $2,625,000 (effective 2023-07-24).
“On July 24, 2023, Aditxt, Inc. (the “ Company ”) entered into a Securities Purchase Agreement (the “ Securities Purchase Agreement ”) with an accredited investor pursuant to which the Company issued and sold a secured promissory note in the principal amount of $2,625,000 (the “ Note ”) resulting in gross proceeds to the Company of $1,750,000.”
Matthew Shatzkes resigned as Chief Legal Officer, General Counsel and Corporate Secretary at Aditxt, Inc..
“On July 21, 2023, Matthew Shatzkes tendered his resignation as Chief Legal Officer, General Counsel and Corporate Secretary of Aditxt, Inc.”
Governance Changes
Aditxt, Inc.: Filed a Certificate of Designation designating the rights, preferences, privileges and restrictions of a new series of Preferred Stock (effective 2023-07-11).
“On July 11, 2023, the Company filed a certificate of designation (the “Certificate of Designation”) with the Secretary of State of Delaware, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the share of Preferred Stock.”
Debt Financings
Aditxt, Inc. incurred convertible notes of $375,000 maturing December 31, 2023.
“the Company issued and sold a secured promissory note in the principal amount of $375,000”
Material Agreements
Aditxt, Inc. entered into Business Loan and Security Agreement valued at $215,000 (effective 2023-07-03).
“On July 3, 2023, the Company entered into a Business Loan and Security Agreement (the “ Loan Agreement ”) with a commercial funding source (the “ Lender ”), pursuant to which the Company obtained a loan from the Lender in the principal amount of $215,000”
Material Agreements
Aditxt, Inc. entered into Securities Purchase Agreement valued at $375,000 (effective 2023-07-03).
“On July 3, 2023, Aditxt, Inc. (the “ Company ”) entered into a Securities Purchase Agreement (the “ Securities Purchase Agreement ”) with an accredited investor pursuant to which the Company issued and sold a secured promissory note in the principal amount of $375,000”
Listing & Compliance Notices
Aditxt, Inc. received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1)).
“June 28, 2023, the Company received a letter from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that it has failed to maintain compliance with the stockholders’ equity requirement (the “Equity” Rule) in Listing Rule 5550(b)(1) and the minimum bid price rule in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”) as the closing price of Company’s common stock has remained below $1.00 for over 30 consecutive trading days The Company intends to submit an appeal to Nasdaq, which stays the delisting and suspension of the Comp”
Listing & Compliance Notices
Aditxt, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).
“June 28, 2023, the Company received a letter from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that it has failed to maintain compliance with the stockholders’ equity requirement (the “Equity” Rule) in Listing Rule 5550(b)(1) and the minimum bid price rule in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”) as the closing price of Company’s common stock has remained below $1.00 for over 30 consecutive trading days The Company intends to submit an appeal to Nasdaq, which stays the delisting and suspension of the Comp”
Debt Financings
Aditxt, Inc. incurred loan of $200,000 with Amro Albanna at eight and one-quarter percent (8.25%) per annum maturing November 25, 2023.
“On May 25, 2023, Amro Albanna, the Chief Executive Officer of the Company, loaned $200,000 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 a rate of eight and one-quarter percent (8.25%) per annum, the Prime rate on the date of signing, and is due on the earlier of November 25, 2023 or an event of default, as defined therein.”
Listing & Compliance Notices
Aditxt, Inc. received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1)).
“May 23, 2023, the Company received written notice (the “May Notification Letter”) from Nasdaq that, based upon the stockholders equity reported by the Company in its Form 10-Q for the period ended March 31, 2023, and as of March 31, 2023, the Company was no longer in compliance with Nasdaq Listing Rule 5550(b)(1), which requires a company to maintain a minimum of $2,500,000 in stockholders’ equity, a market value of listed securities of at least $35 million, or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the three most recently comp”
Listing & Compliance Notices
Aditxt, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).
“April 28, 2023, the Company received written notice (the “April Notification Letter”) from The Nasdaq Stock Market, LLC (“Nasdaq”) that it was not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) for continued listing on The Nasdaq Capital Market. The Notification Letter further provided that the Company has 180 calendar days, or until October 25, 2023, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the bid price of the Company’s common stock must have a closing bid price of”
Listing & Compliance Notices
Aditxt, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).
“April 28, 2023, Aditxt, Inc. (the “Company”) was notified (the “Notification Letter”) by The Nasdaq Stock Market, LLC (“Nasdaq”) that it is not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on th”
Material Agreements
Aditxt, Inc. entered into Asset Purchase Agreement with Cellvera Global Holdings LLC, Cellvera Holdings Ltd., Cellvera, Ltd., Cellvera Development LLC, and AiPharma Group Ltd. valued at $24.5 million (forgiveness of $14.5 million loan plus $10 million cash) and future revenue sharing p (effective 2023-04-18).
“On April 18, 2023, Aditxt, Inc. (the “ Company ”) entered into an Asset Purchase Agreement (the “ Asset Purchase Agreement ”) with Cellvera Global Holdings LLC (“ Cellvera Global ”), Cellvera Holdings Ltd. (“ BVI Holdco ”), Cellvera, Ltd. (” Cellvera Ltd. ”), Cellvera Development LLC (“Cellvera Development” and together with Cellvera Global, BVI Holdco, Cellvera Ltd. and Cellvera Development (the “ Sellers ”), AiPharma Group Ltd. (“ Seller Owner ” and collectively with the Sellers, “ Cellvera ”), and the legal representative of Cellvera, pursuant to which, the Company will purchase Cellvera’s 50% ownership interest in G Response Aid FZE (“ GRA ”), certain other intellectual property and all goodwill related thereto (the “ Acquired Assets ”). Unless expressly stated otherwise herein, capitalized terms used but not defined herein have the meanings ascribed to them in the Asset Purchase Agreement. Pursuant to the Asset Purchase Agreement, the consideration for the Acquired Assets consists”
Material Agreements
Aditxt, Inc. entered into engagement agreement with H.C. Wainwright & Co., LLC (effective 2023-03-27).
“On March 27, 2023, the Company entered into an engagement agreement with H.C. Wainwright & Co., LLC, as exclusive placement agent (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as placement agent on a reasonable “best efforts” basis in connection with the above offering.”
Material Agreements
Aditxt, Inc. entered into Purchase Agreement with an institutional investor valued at approximately $1.9 million (effective 2023-04-20).
“On April 20, 2023, Aditxt, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor, pursuant to which the Company agreed to sell to such investor pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,585,350 shares of common stock of the Company (the “Common Stock”) at a purchase price of $1.219 per Pre-Funded Warrant.”
Material Agreements
Aditxt, Inc. entered into Business Loan and Security Agreement with a commercial funding source (the Lender) valued at $1,060,000 (effective 2023-04-04).
“On April 4, 2023, Aditxt, Inc. (the “ Company ”) entered into a Business Loan and Security Agreement (the “ Loan Agreement ”) with a commercial funding source (the “ Lender ”), pursuant to which the Company obtained a loan from the Lender in the principal amount of $1,060,000, which includes origination fees of $60,000 (the “ Loan ”).”
Material Agreements
Aditxt, Inc. entered into Consulting Agreement with independent consultant valued at 187,000 shares of common stock (effective 2023-03-17).
“On March 17, 2023, Aditxt, Inc. (the “ Company ”) entered into a consulting agreement (the “Consulting Agreement”) with an independent consultant for a term of thirty days. Pursuant to the Consulting Agreement, the independent consultant agreed to provide the Company with business advisory services, guidance on growth strategies and networking with its clients on a non-exclusive basis for general business purposes (the “Services”). In consideration for the Services, the Company will issue to the independent consultant 187,000 shares of the Company’s common stock (the “Shares”). The issuance of the Shares will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, in reliance on the exemption from registration under the Securities Act, as provided by Section 4(a)(2) thereof. The foregoing description of the Consulting Agreement is not complete and is qualified in its entirety by reference to the full text of the Consul”
Material Agreements
Aditxt, Inc. entered into Agreement for the Purchase and Sale of Future Receipts valued at $2,160,000 (effective 2023-02-21).
“On February 21, 2023, Aditxt, Inc. (the “ Company ”) entered into an Agreement for the Purchase and Sale of Future Receipts (the “ Agreement ”) with a commercial funding source (the “ Funder ”) pursuant to which the Company agreed to sell to the Funder certain future trade receipts in the aggregate amount $2,160,000 (the “ Purchased Amount ”) for gross proceeds to the Company of $1,500,000, less origination fees of $75,000.”
Material Agreements
Aditxt, Inc. amended Amended and Restated Unit Purchase Option (effective 2022-12-21).
“In addition, on December 21, 2022, the Company issued an Amended and Restated Unit Purchase Option to the agent in the Offering reflecting a reduced exercise price of $12.395 per Unit.”
Material Agreements
Aditxt, Inc. amended Amendment No. 2 to the Series C Warrant Agent Agreement with VStock Transfer, LLC (effective 2022-12-20).
“On December 20, 2022, the Company and the Warrant Agent entered into Amendment No. 2 to the Series C Warrant Agent Agreement, pursuant to which the exercise price of the Series C Warrants was reduced from $57.50 per share to $12.395 per share.”
Material Agreements
Aditxt, Inc. entered into At The Market Offering Agreement with H.C. Wainwright & Co., LLC valued at up to $50,000,000 (effective 2022-12-20).
“On December 20, 2022, Aditxt, Inc. (the “Company”), entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC as agent (the “Agent”), pursuant to which the Company may offer and sell, from time to time through the Agent, shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000 (the “Shares”).”
Laura Anthony resigned as Director at Aditxt, Inc..
“On December 26, 2021, Laura Anthony notified the Company that effective December 31, 2021, she is resigning from the Company’s Board of Directors.”
Lauren Chung resigned as Director at Aditxt, Inc..
“On December 24, 2021, Lauren Chung notified the Company that effective December 31, 2021, she is resigning from the Company’s Board of Directors.”
Thomas J. Farley was appointed as Chief Financial Officer at Aditxt, Inc..
“On September 25, 2021, the board of directors of the Company appointed Thomas J. Farley as Chief Financial of the Company.”
Corinne Pankovcin was appointed as President at Aditxt, Inc..
“On September 25, 2021, the board of directors of Aditxt, Inc. (the “Company”) appointed Corinne Pankovcin as President of the Company.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.