UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
As previously reported in a Current Report on Form 8-K filed by Aditxt, Inc. (the “Company”), in connection with that certain Agreement and Plan of Merger (the “Merger Agreement”) dated December 11, 2023 among the Company, Adicure, Inc. and Evofem Biosciences, Inc. (“Evofem”), the Company, Evofem and the holders of certain senior indebtedness of Evofem (the “Notes”) entered into an Assignment Agreement dated December 11, 2023, pursuant to which the Holders assigned the Notes to the Company in consideration for the issuance by the Company of (i) an aggregate principal amount of $5 million in secured notes of the Company due on January 2, 2024 (the “January 2024 Secured Notes”), (ii) an aggregate principal amount of $8 million in secured notes of the Company due on September 30, 2024 (the “September 2024 Secured Notes”), (iii) an aggregate principal amount of $5 million in ten-year unsecured notes, and (iv) payment of $154,480 in respect of net sales of Phexxi in respect of the calendar quarter ended September 30, 2023.
On January 2, 2024, the Company and the Holders entered into amendments to the January 2024 Secured Notes (“Amendment No. 1 to January 2024 Secured Notes”), pursuant to which the maturity date of the January 2024 Notes was extended to January 5, 2024. On January 5, 2024, the Company and the Holders entered into amendments to the January 2024 Secured Notes (“Amendment No. 2 to January 2024 Secured Notes”) and amendments to the September 2024 Secured Notes (“Amendment No. 1 to September 2024 Secured Notes”), pursuant to which the Company and the Holders agreed that in consideration of a principal payment in the aggregate amount of $1 million on the January 2024 Secured Notes and in increase in the aggregate principal balance of $250,000 on the September 2024 Secured Notes, that the maturity date of the January 2024 Secured Notes would be further extended to January 31, 2024.
The foregoing descriptions of Amendment No. 1 to January 2024 Secured Notes, Amendment No. 2 to January 2024 Secured Notes, and Amendment No. 1 to September 2024 Secured Notes are not complete and are qualified in their entirety by reference to the full text of the Form of Amendment No. 2 to January 2024 Secured Notes, Form of Amendment No. 2 to January 2024 Secured Notes and the Form of Amendment No. 1 to September 2024 Secured Notes, copies of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 of this Current Report on Form 8-K in relation to Amendment No. 1 to January 2024 Secured Notes, Amendment No. 2 to January 2024 Secured Notes, and Amendment No. 1 to September 2024 Secured Notes is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit | |
| 10.1 | Form of Amendment No. 1 to January 2024 Secured Notes | |
| 10.2 | Form of Amendment No. 2 to January 2024 Secured Notes | |
| 10.3 | Form of Amendment No. 1 to September 2024 Secured Notes | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
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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: January 5, 2024 | By: | /s/ Amro Albanna |
| Amro Albanna | ||
| Chief Executive Officer | ||
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