true
0001726711
0001726711
2023-12-11
2023-12-11
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 6)
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 11, 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.) |
| 2569 Wyandotte St., Suite 101, Mountain View, CA |
|
94043 |
| (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-47(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.
Explanatory Note:
On December 12, 2023, Aditxt, Inc. (the “Company”)
filed a Current Report on Form 8-K (the “Original Current Report”) disclosing that on December 11, 2023, the Company entered
into an Agreement and Plan of Merger (the “Original Agreement”) with Adifem, Inc. f/k/a Adicure, Inc., a Delaware corporation
and wholly owned subsidiary of the Company (“Merger Sub”) and Evofem Biosciences, Inc., a Delaware corporation (“Evofem”),
pursuant to which, Merger Sub will be merged into and with Evofem (the “Merger”), with Evofem surviving the Merger as a wholly
owned subsidiary of the Company. On July 18, 2024, the Company filed a Current Report on Form 8-K (the “July Current Report”
and together with the Original Current Report, the “Current Reports”) disclosing that on July 12, 2024, the Company, Merger
Sub and Evofem entered in an Amended and Restated Merger Agreement (the “Merger Agreement”, which amended and restated the
Original Agreement. On March 22, 2025, Evofem, Aditxt and Merger Sub entered into the Fifth Amendment to the Amended and Restated Merger
Agreement (the “Fifth Amendment”) to change the required consummation date to September 30, 2025 and add an additional $1.5
million parent investment from Aditxt to Evofem in April 2025 which will be part of the overall consideration upon closing.
On August 1, 2024, the Company filed the first
amendment to the Original Current Report (“Amendment No. 1”), which amended the Current Reports to include the required
historical consolidated financial statements of Evofem as of and for the years ended December 31, 2023 and December 31, 2022 and the condensed
consolidated financial statements as of and for the three months ended March 31, 2024, and the pro forma consolidated financial information
as of and for the three months ended March 31, 2024 required by Items 9.01(a) and 9.01(b) of Form 8-K and should be read in conjunction
with the Current Reports.
On September 5, 2024, the Company filed the second
amendment to the Original Current Report (“Amendment No. 2”), which amended the Current Reports to include the required
historical condensed consolidated financial statements of Evofem as of and for the six months ended June 30, 2024 and the pro forma consolidated
financial information as of and for the six months ended June 30, 2024 required by Items 9.01(a) and 9.01(b) of Form 8-K and should be
read in conjunction with the Current Reports.
On November 21, 2024, the Company filed the third
amendment to the Original Current Report (“Amendment No. 3”), which amended the Current Reports to include the required
historical condensed consolidated financial statements of Evofem as of and for the nine months ended September 30, 2024 and the pro forma
consolidated financial information as of and for the nine months ended September 30, 2024 required by Items 9.01(a) and 9.01(b) of Form
8-K and should be read in conjunction with the Current Reports.
On March 24, 2025, the Company filed the fourth
amendment to the Original Current Report (“Amendment No. 4”), which amended the Current Reports to include the required
audited consolidated historical financial statements as of and for December 31, 2024 and 2023 of Evofem and the pro forma consolidated
financial information as of and for the twelve months ended December 31, 2024 and 2023, required by Items 9.01(a) and 9.01(b) of Form
8-K and should be read in conjunction with the Current Reports.
On May 19, 2025, the Company filed the fifth amendment
to the Original Current Report (“Amendment No. 5”), which amended the Current Reports to include the required historical condensed
consolidated financial statements of Evofem as of and for the three months ended March 31, 2025 and 2024 and the pro forma consolidated
financial information as of and for the three months ended March 31, 2025, required by Items 9.01(a) and 9.01(b) of Form 8-K and should
be read in conjunction with the Current Reports.
This sixth amendment to the Original Current Report
(“Amendment No. 6”), amends the Current Reports to include the required historical condensed consolidated financial
statements of Evofem as of and for the six months ended June 30, 2025 and the pro forma consolidated financial information as of and for
the six months ended June 30, 2025, required by Items 9.01(a) and 9.01(b) of Form 8-K and should be read in conjunction with the Current
Reports.
The unaudited pro forma consolidated financial
information included as Exhibit 99.2 to this Current Report on Form 8-K/A has been presented for informational purposes only, as required
by Form 8-K, and does not purport to represent the actual results of operations that the Company and Evofem would have achieved had the
entities been combined at and during the period presented in the pro forma consolidated financial information, and is not intended to
project the future results of operations that the combined company may achieve following the transactions.
This Amendment No. 6 does not amend any other item of the Original Current Report or purport to provide an update or a discussion of any
developments at the Company or its subsidiaries subsequent to the filing date of the Original Current Report.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of business or funds
acquired.
The unaudited condensed consolidated balance sheets
of Evofem and subsidiaries as of June 30, 2025 and December 31, 2024, and the related unaudited condensed consolidated statements of operations,
comprehensive operations, convertible and redeemable preferred stock and stockholders’ deficit, and cash flows for each of the three
and six months ended June 30, 2025 and 2024, respectively, are filed as Exhibit 99.1 hereto and are incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma condensed consolidated
combined financial information of the Company giving pro forma effect to the acquisition of Evofem, consisting of (i) unaudited pro forma
consolidated statement of financial position as of June 30, 2025, and (ii) unaudited consolidated pro forma statement of earnings for
the six months ended June 30, 2025, are filed as Exhibit 99.2.
(d) Exhibits.
| Exhibit No. |
|
Exhibit |
| 99.1 |
|
Unaudited financial statements of Evofem Biosciences, Inc. and Subsidiaries as of and for the six months ended June 30, 2025 and 2024 |
| 99.2 |
|
Unaudited pro forma consolidated financial statements as of and for the six months ended June 30, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the XBRL document) |
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: August 18, 2025 |
By: |
/s/ Amro Albanna |
| |
|
Amro Albanna |
| |
|
Chief Executive Officer |
-3-
