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
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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 condensed consolidated financial statements as of and for March 31, 2024 and 2023 of Appili and the pro forma consolidated financial information as of and for the three months ended March 31, 2024 and as of and for December 31, 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.
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On September 5, 2024, the Company filed the second amendment to the Original Current report on Form 8-K/A (“Amendment No. 2”), which amended the Current Reports to include the required historical condensed consolidated financial statements as of and for June 30, 2024 and 2023 of Appili and the pro forma consolidated financial information as of and for the six months ended June 30, 2024 and as of and for December 31, 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.
On November 21, 2024, the Company filed the third amendment to the Original Current Report (“Amendment No. 3”), which amended the Current Reports to include the required condensed consolidated historical financial statements as of and for September 30, 2024 and 2023 of Appili and the pro forma consolidated financial information as of and for the nine months ended September 30, 2024 and as of and for 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 December 15, 2024, the Company, Adivir and Appili entered into a further mutual waiver, pursuant to which the parties agreed to waive certain termination rights each party may have under the Arrangement Agreement solely as a result of the Arrangement not being completed on or before December 15, 2024 until January 31, 2025; in consideration for a payment by Adivir to Appili in the amount of US$250,000 no later than 5:00 p.m. (ET) on December 20, 2024 (the “December 2024 Waiver Fee”). In addition, if the Arrangement has not been completed by 5:00 p.m. (ET) on January 15, 2025, Adivir was to required to pay Appili an additional fee of US$250,000 (the “January 2025 Waiver Fee”). Adivir completed payment of the December 2024 Waiver Fee as of January 9, 2025 and the January 2025 Waiver Fee as of January 27, 2025.
On January 31, 2025, the Company, Adivir and Appili entered into another mutual waiver, pursuant to which the parties agreed to waive certain termination rights it may have under the Arrangement Agreement solely as a result of the Arrangement not occurring on or before January 31, 2025 until February 28, 2025 in consideration of a payment by Adivir to Appili in the amount of $250,000 no later than 5:00 p.m. (ET) on February 14, 2025 (the “February 2025 Waiver Fee”). Adivir completed payment of the February 2025 Waiver Fee as of February 20, 2025.
On February 28, 2025, the Company, Adivir and Appili entered into a further mutual waiver, pursuant to which the parties agreed to waive certain termination rights each party may have under the Arrangement Agreement solely as a result of the Arrangement not being completed on or before February 28, 2025 until March 31, 2025 in consideration for (i) a payment by Adivir to Appili in the amount of $125,000 on or before February 14, 2025, and (ii) a payment by Adivir to Appili in the amount of $125,000 not later than 5:00 pm (ET) on March 14, 2025 (to the extent the Arrangement has not been completed prior to such time) (collectively, the “March Waiver Fees”), provided that in the event a Termination Fee (as defined in the Arrangement Agreement) becomes payable by Aditxt or Adivir to Appili, the amount payable shall be reduced by the amount actual paid on account of the March Waiver Fees. Adivir completed payment of $125,000 of the March Waiver Fees on March 3, 2025.
This fourth amendment to the Original Current Report (“Amendment No. 4”), amends the Current Reports to include the required condensed consolidated historical financial statements as of and for December 31, 2024 and 2023 of Appili and the pro forma consolidated financial information as of and for the twelve months ended December 31, 2024 and as of and for 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.
The pro forma 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 Appili 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. 4 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) unaudited condensed consolidated statements of financial position of Appili as of December 31, 2024 and March 31, 2023, and the related unaudited condensed consolidated statements of changes in shareholders’ equity, loss and comprehensive loss and cash flows, for the nine months 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 Evofem, 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 | Unaudited condensed consolidated financial statements of Appili Therapeutics, Inc. as of and for the nine months ended December 31, 2024 and 2023 | |
| 99.2 | Unaudited pro forma consolidated financial information as of and for the twelve months ended December 31, 2024 | |
| 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: March 25, 2025 | By: | /s/ Amro Albanna |
| Amro Albanna | ||
| Chief Executive Officer | ||
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