SEC Comment Letter 0000000000-24-007215 to Aditxt, Inc. (ADTX)
Aditxt, Inc.
Date: June 26, 2024 · CIK: 0001726711 · Accession: 0000000000-24-007215
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-39336
Letter
United States securities and exchange commission logo June 26, 2024 Amro Albanna Chief Executive Officer Aditxt, Inc. 737 N. Fifth Street, Suite 200 Richmond, VA 23219 Re:Aditxt, Inc. Preliminary Proxy Statement on Schedule 14A Response dated June 21, 2024 File No. 001-39336 Dear Amro Albanna: We have reviewed your June 21, 2024 response to our comment letter and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our June 18, 2024 letter.
FirstName LastNameAmro Albanna Comapany NameAditxt, Inc. June 26, 2024 Page 2 FirstName LastName Amro Albanna Aditxt, Inc. June 26, 2024 Page 2 Correspondence Dated June 21, 2024 Proposal No. 8: The Authorized Share Increase Proposal, page 1 1.We note your response to prior comment 1 and reissue as it still appears that the Exchange Agreements were not separate and apart from the Merger Agreement. We note the Form 8-K filed by Evofem Biosciences, Inc. on December 27, 2023 indicates that "[p]rior to the Consummation of the Merger Agreement, the Aditxt and the Holders shall enter into an exchange agreement (the 'Aditxt Exchange Agreement') whereby the shares of the Company’s Series F-1 Preferred Stock will be exchanged for Aditxt preferred stock." Additionally, we note Section 6.23 of the Merger Agreement included as Exhibit 2.1 in your Form 8-K filed December 12, 2023 references certain Exchange Agreements to be entered into prior to closing. Please revise your preliminary proxy statement to provide the disclosures required by Items 11, 13 and 14 of Schedule 14A with respect to those matters, as applicable, pursuant to Note A of Schedule 14A. Alternatively, please provide us with analysis supporting why such disclosure is not required. Please contact Daniel Crawford at 202-551-7767 or Jason Drory at 202-551-8342 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Sean Reid, Esq.
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United States securities and exchange commission logo
June 26, 2024
Amro Albanna
Chief Executive Officer
Aditxt, Inc.
737 N. Fifth Street, Suite 200
Richmond, VA 23219
Re:Aditxt, Inc.
Preliminary Proxy Statement on Schedule 14A
Response dated June 21, 2024
File No. 001-39336
Dear Amro Albanna:
We have reviewed your June 21, 2024 response to our comment letter and have the
following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our June 18,
2024 letter.
FirstName LastNameAmro Albanna
Comapany NameAditxt, Inc.
June 26, 2024 Page 2
FirstName LastName
Amro Albanna
Aditxt, Inc.
June 26, 2024
Page 2
Correspondence Dated June 21, 2024
Proposal No. 8: The Authorized Share Increase Proposal, page 1
1.We note your response to prior comment 1 and reissue as it still appears that the Exchange
Agreements were not separate and apart from the Merger Agreement. We note the Form
8-K filed by Evofem Biosciences, Inc. on December 27, 2023 indicates that "[p]rior to the
Consummation of the Merger Agreement, the Aditxt and the Holders shall enter into an
exchange agreement (the 'Aditxt Exchange Agreement') whereby the shares of the
Company’s Series F-1 Preferred Stock will be exchanged for Aditxt preferred stock."
Additionally, we note Section 6.23 of the Merger Agreement included as Exhibit 2.1 in
your Form 8-K filed December 12, 2023 references certain Exchange Agreements to be
entered into prior to closing. Please revise your preliminary proxy statement to provide the
disclosures required by Items 11, 13 and 14 of Schedule 14A with respect to those
matters, as applicable, pursuant to Note A of Schedule 14A. Alternatively, please provide
us with analysis supporting why such disclosure is not required.
Please contact Daniel Crawford at 202-551-7767 or Jason Drory at 202-551-8342 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Sean Reid, Esq.