UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On May 20, 2024, Aditxt, Inc. (the “Company”) issued and sold a senior note (the “Note”) to an accredited investor (the “Holder”) in the original principal amount of $93,918.75 for a purchase price of $75,135.00, reflecting an original issue discount of $18,783.75. Unless earlier redeemed, the Note will mature on August 18, 2024 (the “Maturity Date”), subject to extension at the option of the Holder in certain circumstances as provided in the Note. The Note bears interest at a rate of 8.5% per annum, which is compounded each calendar month and is payable in arrears on the Maturity Date. The Note contains certain standard events of default, as defined in the Note (each, an “Event of Default”). Upon the occurrence of an Event of Default, the interest rate shall be increased to 18% per annum and the Holder may require the Company to redeem the Note, subject to an additional 5% redemption premium. In addition, if the Company sells any shares of its common stock pursuant to any equity line of credit, the Company is required to redeem in cash a portion of the Note equal to the lesser of (i) the outstanding amount of the Note, and (ii) 80% of 30% of such equity line proceeds, at a redemption price calculated based upon $1.20 for each $1.00 of outstanding amount of the Note. The Note also contains an exchange right, which permits the Holder, in its discretion, to exchange the Note, in whole or in part, for securities to be sold by the Company in a subsequent placement, subject to certain exceptions and an additional 20% premium of the amount of the Note exchanged. The Note is a senior, unsecured obligation of the Company, ranking senior to all other unsecured indebtedness of the Company.
The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Note, a copy of which is attached hereto as Exhibit 10.1.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in “Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant” relating to the issuance of the Note is incorporated by reference herein in its entirety. The Company issued the Note in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Exhibit | |
| 10.1 | Form of Senior Note | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
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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: May 22, 2024
| Aditxt, Inc. | ||
| By: | /s/ Amro Albanna | |
| Name: | Amro Albanna | |
| Title: | Chief Executive Officer | |
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