Correspondence 0001213900-24-057346 from Aditxt, Inc. (ADTX)
Aditxt, Inc.
Date: June 28, 2024 · CIK: 0001726711 · Accession: 0001213900-24-057346
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-39336
Referenced dates: June 18, 2024
Letter
Division of Corporate Finance Re: Aditxt, Inc. Preliminary Proxy Statement on Schedule 14A Response dated June 21, 2024 File No. 001-39336
Dear Mr. Crawford:
This letter sets forth the response of Aditxt, Inc., a Delaware corporation (the “Company”), to the comment received from the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on June 26, 2024 concerning the Company’s response to the Staff’s comment letter dated June 18, 2024.
Correspondence Dated June 21, 2024
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.
Response:
In response to the Staff’s comment, the Company has removed Proposal No. 3 from its revised Preliminary Proxy Statement on Schedule 14A and respectfully submits that it if and when it submits such proposal to its stockholders at a later date, it will include the disclosures required by Items 11, 13 and 14 of Schedule 14A in such Proxy Statement on Schedule 14A.
If you have any questions relating to any of the foregoing, please contact Sean F. Reid of Sheppard, Mullin, Richter & Hampton LLP at (212) 896-0610.
Very truly yours,
/s/ Sean F. Reid
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Sheppard, Mullin, Richter & Hampton LLP
30 Rockefeller Plaza
New York, New York 10112-0015
212.653.8700 main
212.653.8701 fax
www.sheppardmullin.com
June 28, 2024
U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street, NE
Washington, D.C. 20549
Attn:
Daniel Crawford
Re: Aditxt, Inc.
Preliminary Proxy Statement on Schedule 14A
Response dated June 21, 2024
File No. 001-39336
Dear Mr. Crawford:
This letter sets forth the
response of Aditxt, Inc., a Delaware corporation (the “Company”), to the comment received from the Staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) on June 26, 2024 concerning the Company’s response
to the Staff’s comment letter dated June 18, 2024.
Correspondence Dated June 21, 2024
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.
Response:
In
response to the Staff’s comment, the Company has removed Proposal No. 3 from its revised Preliminary Proxy Statement on Schedule
14A and respectfully submits that it if and when it submits such proposal to its stockholders at a later date, it will include the disclosures
required by Items 11, 13 and 14 of Schedule 14A in such Proxy Statement on Schedule 14A.
If you have any questions
relating to any of the foregoing, please contact Sean F. Reid of Sheppard, Mullin, Richter & Hampton LLP at (212) 896-0610.
Very truly yours,
/s/ Sean F. Reid
Sean F. Reid
Sheppard, Mullin, Richter & Hampton LLP
cc: Amro Albanna, CEO