Amendment: Aditxt Inc. filed SEC Form 8-K: Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 4)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code: (
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 | ||
| The |
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 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”), amends 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.
This fourth amendment to the Original Current Report (“Amendment No.
4”), amends 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.
The 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. 4 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.
-1-
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of business or funds acquired.
The audited consolidated balance sheets of Evofem and subsidiaries as of December 31, 2024 and 2023, and the related audited consolidated statements of operations, comprehensive loss and convertible and redeemable preferred stock and stockholders’ deficit, for the years ended December 31, 2024 and 2023, and audited consolidated statements of cash flows for the years ended December 31, 2024 and 2023 are filed as Exhibit 99.1 hereto and are incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma consolidated financial information of the Company giving pro forma effect to the acquisitions of Evofem and Appili Therapeutics Inc., (for more information about the Appili Therapeutics Inc. acquisition, please see our separate 8K filed with the SEC on March 24, 2025) consisting of the unaudited pro forma consolidated statement of financial position as of December 31, 2024, and the unaudited pro forma consolidated statement of earnings for the twelve months ended December 31, 2024, is filed as Exhibit 99.2 hereto and are incorporated herein by reference.
(d) Exhibits.
| Exhibit No. | Exhibit | |
| 99.1 | Audited consolidated financial statements of Evofem Biosciences, Inc. and Subsidiaries as of and for the years ended December 31, 2024 and 2023 | |
| 99.2 | Unaudited pro forma consolidated financial statements as of and for the year ended December 31, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
-2-
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: March 25, 2025 | By: | /s/ Amro Albanna |
| Amro Albanna | ||
| Chief Executive Officer | ||
-3-