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. 5)
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 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.
On March 24, 2025, the Company filed the 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.
As reported in a Current Report on Form 8-K filed by the Company, on May 19, 2025, the Company provided notice to Appili Therapeutics, Inc. (“Appili”) that it was terminating that certain Arrangement Agreement by and between the Company, Adivir, Inc., and Appili dated April 1, 2024 (the “Arrangement Agreement”) effective as of May 31, 2025. Accordingly, Appili has been removed from the unaudited pro forma condensed combined financial information of the Company as of and for the three months ended March 31, 2025 and 2024 contained in Exhibit 99.2 attached hereto.
This fifth amendment to the Original Current
Report (“Amendment No. 5”), amends the Current Reports to include the required historical condensed consolidated
financial statements of Evofem as of and for the three months ended March 31, 2025 and the pro forma consolidated financial
information as of and for the three months ended March 31, 2025 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. 5 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.
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Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of business or funds acquired.
The unaudited condensed consolidated balance sheets of Evofem and subsidiaries as of March 31, 2025, and the related unaudited condensed consolidated statements of operations, comprehensive income (loss), convertible and redeemable preferred stock and stockholders’ deficit, and cash flows, for each of the three months ended March 31, 2025 and March 31, 2024, 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 acquisition of Evofem, consisting of the (i) unaudited pro forma consolidated statement of financial position as at March 31, 2025 and (ii) unaudited pro forma consolidated statement of operations for the three months ended March 31, 2025, are filed as Exhibit 99.3.
(d) Exhibits.
| Exhibit No. | Exhibit | |
| 99.1 | Unaudited financial statements of Evofem Biosciences, Inc. and Subsidiaries as of March 31, 2025 and for the three months ended March 31, 2025 and 2024 | |
| 99.2 | Unaudited pro forma consolidated financial statements as of and for the three months ended March 31, 2025 | |
| 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: May 19, 2025 | By: | /s/ Amro Albanna |
| Amro Albanna | ||
| Chief Executive Officer | ||
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