UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On August 7, 2024, Aditxt, Inc. (the “Company”) filed with the Secretary of State of Delaware an amendment to the Company’s Certificate of Incorporation, (the “Charter Amendment”) to increase the number of authorized common stock from 100,000,000 shares to 1,000,000,000 shares. The Charter Amendment was approved by the Company’s stockholders at the Company’s Annual Meeting of Stockholders held on August 6, 2024, the results of which are reported below in Item 5.07 of this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 7, 2024, Aditxt, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”) for the purpose of holding a stockholder vote on the proposals set forth below. An aggregate of 964,801 shares of the Company’s Common Stock or 48.39% and the holders of 4,186 shares of the Company’s Series D-1 Preferred Stock, representing 418,600,000 votes or 100% of the voting authority, constituting a quorum, were represented virtually, in person, or by valid proxies at the Annual Meeting.
At the Annual Meeting, the Company’s stockholders (i) re-elected each of Amro Albanna, Shahrokh Shabahang, Brian Brady, Charles Nelson, and Jeffrey Runge as directors of the Company to serve for a term expiring at the Company’s 2025 annual meeting of stockholders; (ii) ratified the appointment of dbbmckennon LLC (“dbbmckennon”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; (iii) approved, for purposes of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying shares of Series B-1 Convertible Preferred Stock originally issued by the Company in January 2024; (iv) approved, for the purpose of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying shares of Series B-2 Convertible Preferred Stock originally issued by the Company in January 2024; (v) approved, for purposes of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying the Company’s equity line of credit pursuant to the Company’s Common Stock Purchase Agreement with an equity line investor pursuant to which such investor has agreed to purchase from the Company from time to time shares of common stock having a total maximum aggregate purchase price of $150 million ; (vi) approved an increase to the number of authorized shares of common stock of the Company from 100,000,000 shares to 1,000,000,000 shares; (vii) granted discretionary authority to the Company’s board of directors to (a) amend the Company’s certificate of incorporation to combine outstanding shares of the Company’s common stock into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range of one-for-five (1:5) to a maximum of a one-for-two hundred (1:200) split, with the exact ratio to be determined by the Company’s board of directors in its sole discretion; and (b) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders; (viii) approved an amendment to the Company’s 2021 Omnibus Equity Incentive Plan (the “2021 Plan”) to increase the number of shares of common stock issuable thereunder to 500,000 shares from 37,500 shares; and (ix) authorized the Company to adjourn the Annual Meeting if necessary or appropriate.
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The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting, as set forth in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on July 5, 2024, as amended, are as follows:
Proposal 1. At the Annual Meeting, the stockholders approved the election of five (5) members to our board of directors to serve until the Company’s 2025 annual meeting of stockholders or until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death. The result of the votes to elect the five (5) directors were as follows:
| Directors | For | Withhold | Broker Non-Votes | |||||||||
| Amro Albanna | 330,902 | 199,299 | 434,600 | |||||||||
| Shahrokh Shabahang D.D.S., MS, Ph.D. | 328,887 | 201,314 | 434,600 | |||||||||
| Brian Brady | 332,316 | 197,855 | 434,600 | |||||||||
| Charles Nelson | 332,699 | 197,502 | 434,600 | |||||||||
| Jeffrey Runge, M.D. | 328,594 | 210,607 | 434,600 | |||||||||
Proposal 2. At the Annual Meeting, the stockholders approved the ratification of the appointment of dbbmckennon as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The result of the votes to approve the ratification of the appointment of dbbmckennon were as follows:
| For | Against | Abstain | |||
| 717,353 | 55,788 | 191,660 |
Proposal 3. At the Annual Meeting, the proposal to approve, for purposes of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying shares of Series B-1 Convertible Preferred Stock originally issued by the Company in January 2024. The result of the votes were as follows:
| For | Against | Abstain | Broker Non-Vote | |||
| 489,857 | 33,564 | 6,780 | 434,600 |
Proposal 4. At the Annual Meeting, the proposal to approve, for the purpose of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying shares of Series B-2 Convertible Preferred Stock originally issued by the Company in January 2024 . The result of the votes were as follows:
| For | Against | Abstain | Broker Non-Vote | |||
| 487,774 | 36,347 | 6,080 | 434,600 |
Proposal 5. At the Annual Meeting, the proposal to approve, for the purpose of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying the Company’s equity line of credit pursuant to the Company’s Common Stock Purchase Agreement with an equity line investor pursuant to which such investor has agreed to purchase from the Company from time to time shares of common stock having a total maximum aggregate purchase price of $150 million . The result of the votes were as follows:
| For | Against | Abstain | Broker Non-Vote | |||
| 321,854 | 37,431 | 170,916 | 434,600 |
Proposal 6. At the Annual Meeting, the proposal to approve an increase to the number of authorized shares of common stock of the Company from 100,000,000 shares to 1,000,000,000 shares. The result of the votes were as follows:
| For | Against | Abstain | Broker Non-Vote | |||
| 308,220,013 | 111,313,776 | 31,011 | 0 |
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Proposal 7. At the Annual Meeting, the proposal to grant discretionary authority to the Company’s board of directors to (a) amend the Company’s certificate of incorporation to combine outstanding shares of the Company’s common stock into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range of one-for-five (1:5) to a maximum of a one-for-two hundred (1:200) split, with the exact ratio to be determined by the Company’s board of directors in its sole discretion; and (b) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders. The result of the votes were as follows:
| For | Against | Abstain | Broker Non-Vote | |||
| 697,417 | 244,649 | 22,735 | 0 |
Proposal 8. At the Annual Meeting, the proposal to approve an amendment to the Company’s 2021 Omnibus Equity Incentive Plan (the “2021 Plan”) to increase the number of shares of common stock issuable thereunder to 500,000 shares from 37,500 shares. The result of the votes were as follows:
| For | Against | Abstain | Broker Non-Vote | ||||
| 286,513 | 68,703 | 174,985 | 434,600 |
Proposal 9. At the Annual Meeting, the proposal to adjourn the Annual Meeting if necessary or appropriate. The result of the votes were as follows::
| For | Against | Abstain | Broker Non-Vote | |||
| 569,795 | 198,989 | 196,017 | 0 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 3.1 | Certificate of Amendment to Certificate of Incorporation filed and effective with the Delaware Secretary of State on August 8, 2024 | |
| 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: August 8, 2024
| Aditxt, Inc. | ||
| By: | /s/ Amro Albanna | |
| Name: | Amro Albanna | |
| Title: | Chief Executive Officer | |
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