UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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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).
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Explanatory Note:
This Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) amends the Current Reports to include the
required historical financial statements of Evofem and the pro forma financial information 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 pro forma financial information included as Exhibit 99.3 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 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. 1 does not amend any other item of the Original 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
Report.
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Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of business or funds acquired.
The (i) audited consolidated balance sheets of Evofem and subsidiaries as of December 31, 2023 and 2022, and the related audited consolidated statements of operations, consolidated statements of convertible and redeemable preferred stock and stockholders’ deficit, and cash flows, for each of the two fiscal years in the period ended December 31, 2023 are filed as Exhibit 99.1 hereto and are incorporated herein by reference, and (ii) unaudited condensed consolidated balance sheet of Evofem and subsidiaries as of March 31, 2024 and December 31, 2023, and the related unaudited statements of operations, consolidated statements of convertible and redeemable preferred stock and stockholders’ deficit, and cash flows, for each of the three months ended March 31, 2024 and March 31, 2023, respectively, are filed as Exhibit 99.2 hereto and are incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information of the Company giving pro forma effect to the acquisitions of Evofem and Appili Therapeutics Inc., consisting of (i) unaudited pro forma consolidated statement of financial position as at March 31, 2024, the unaudited pro forma consolidated statement of financial position for the three months ended March 31, 2024, and the unaudited consolidated pro forma statement of earnings for the three months ended March 31, 2024, and the (ii) unaudited pro forma consolidated statement of financial position as at December 31, 2023, the unaudited pro forma consolidated statement of financial position for the year ended December 31, 2023, and the unaudited consolidated pro forma statement of earnings for the year ended December 31, 2023, are filed as Exhibit 99.3 and Exhibit 99.4, respectively, and are incorporated herein by reference.
(d) Exhibits.
Exhibit No. | Exhibit | |
99.1 | Audited financial statements of Evofem Biosciences, Inc. and Subsidiaries as of December 31, 2023 and 2022 and for the years then ended | |
99.2 | Unaudited financial statements of Evofem Biosciences, Inc. and Subsidiaries as of and for the three months ended March 31, 2024 and 2023 | |
99.3 | Unaudited pro forma combined financial information as of and for the three months ended March 31, 2024 | |
99.4 | Unaudited pro forma combined financial information as of December 31, 2023 | |
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: August 1, 2024 | By: | /s/ Amro Albanna |
Amro Albanna | ||
Chief Executive Officer |
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