SEC Comment Letter 0000000000-24-001680 to Aditxt, Inc. (ADTX)
Aditxt, Inc.
Date: Feb. 29, 2024 · CIK: 0001726711 · Accession: 0000000000-24-001680
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-276588
Letter
United States securities and exchange commission logo February 12, 2024 Amro Albanna Chief Executive Officer Aditxt, Inc. 737 N. Fifth Street, Suite 200 Richmond, VA 23219 Re:Aditxt, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed January 26, 2024 File No. 333-276588 Dear Amro Albanna: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our January 25, 2024 letter. Amendment No. 1 to Registration Statement on Form S-1 Prospectus Summary Recent Developments Merger Agreement with Evofem Biosciences, Inc., page 7 1.We note your disclosure stating that, on December 11, 2023, you entered into an Agreement and Plan of merger with Adicure, Inc., a majority owned subsidiary of the Company (“Merger Sub”) and Evofem Biosciences, Inc. (“Evofem”), pursuant to which, Merger Sub will be merged into and with Evofem (the “Merger ”), with Evofem surviving the Merger as a wholly owned subsidiary of the Company. Please tell us your consideration of including pro forma financial statements, according to the guidance in Rule 11-01(d) of Regulation S-X, and financial statements of Evofem, according to the guidance in Rule 3-05 of Regulation S-X, in your filing. In addition, please tell us your consideration as to whether or not the acquisition of the MDNA assets, as disclosed in
FirstName LastNameAmro Albanna Comapany NameAditxt, Inc. February 12, 2024 Page 2 FirstName LastName Amro Albanna Aditxt, Inc. February 12, 2024 Page 2 your December 31, 2023 and January 9, 2024 Form 8-Ks, would require pro forma information and financial statements to be included in your filing. General 2.Please tell us how you have revised your registration statement to provide all disclosure required by Form S-1. For example, please tell us how you satisfied the disclosure requirements of Form S-1 Item 11(b), (c) and (i), and Item 11(l) with respect to the information required by paragraph (e)(4) of Item 407 of Regulation S-K, or revise your registration statement as appropriate. We also note the disclosures in your Form 8-Ks filed on January 30, 2024. Please contact Tracie Mariner at 202-551-3744 or Mary Mast at 202-551-3613 if you have questions regarding comments on the financial statements and related matters. Please contact Jimmy McNamara at 202-551-7349 or Tim Buchmiller at 202-551-3635 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Sean F. Reid, Esq.
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United States securities and exchange commission logo
February 12, 2024
Amro Albanna
Chief Executive Officer
Aditxt, Inc.
737 N. Fifth Street, Suite 200
Richmond, VA 23219
Re:Aditxt, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed January 26, 2024
File No. 333-276588
Dear Amro Albanna:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our January 25, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1
Prospectus Summary
Recent Developments
Merger Agreement with Evofem Biosciences, Inc., page 7
1.We note your disclosure stating that, on December 11, 2023, you entered into an
Agreement and Plan of merger with Adicure, Inc., a majority owned subsidiary of the
Company (“Merger Sub”) and Evofem Biosciences, Inc. (“Evofem”), pursuant to which,
Merger Sub will be merged into and with Evofem (the “Merger ”), with Evofem surviving
the Merger as a wholly owned subsidiary of the Company. Please tell us your
consideration of including pro forma financial statements, according to the guidance in
Rule 11-01(d) of Regulation S-X, and financial statements of Evofem, according to the
guidance in Rule 3-05 of Regulation S-X, in your filing. In addition, please tell us your
consideration as to whether or not the acquisition of the MDNA assets, as disclosed in
FirstName LastNameAmro Albanna
Comapany NameAditxt, Inc.
February 12, 2024 Page 2
FirstName LastName
Amro Albanna
Aditxt, Inc.
February 12, 2024
Page 2
your December 31, 2023 and January 9, 2024 Form 8-Ks, would require pro forma
information and financial statements to be included in your filing.
General
2.Please tell us how you have revised your registration statement to provide all disclosure
required by Form S-1. For example, please tell us how you satisfied the disclosure
requirements of Form S-1 Item 11(b), (c) and (i), and Item 11(l) with respect to the
information required by paragraph (e)(4) of Item 407 of Regulation S-K, or revise your
registration statement as appropriate. We also note the disclosures in your Form 8-Ks filed
on January 30, 2024.
Please contact Tracie Mariner at 202-551-3744 or Mary Mast at 202-551-3613 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jimmy McNamara at 202-551-7349 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Sean F. Reid, Esq.