SEC Company Response from Aditxt, Inc. (ADTX) (CIK 0001726711) (ADTX) — Jul 17, 2018
Aditxt, Inc. (ADTX) (CIK 0001726711)
Date: July 17, 2018 · CIK: 0001726711 · Accession: 0001615774-18-006624
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 024-10825
Referenced dates: July 13, 2018
Letter
Re: ADiTx Therapeutics, Inc.
July 17, 2018
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Amendment No. 2 to Offering Statement on Form 1-A
Filed on July 3, 2018
File No. 024-10825
Ladies and Gentlemen:
This letter sets forth the responses of ADiTx Therapeutics, Inc., a Delaware corporation (the “Company” or “we”), to the comments received from the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) by letter dated July 13, 2018 concerning Amendment No. 2 to the Company’s Offering Statement on Form 1-A (File No. 024-10825) filed with the Commission on July 3, 2018 (the “Amended Offering Statement”).
The numbers of the responses in this letter correspond to the numbers of the Staff’s comments as set forth in its letter to the Company dated July 13, 2018. References in the text of the responses herein to captions and page numbers are to Amendment No. 3 to the Company’s Form 1-A (the “Third Amended Offering Statement”) which is being filed herewith. For your convenience, we set forth each comment from your letter in bold typeface and include the Company’s response below it.
Amendment No. 2 to Offering Statement on Form 1-A
Capitalization, page 39
1. In the third paragraph in this section, we note the disclosure that prior to this offering you entered into private placement transactions. Please include the dates of those transactions, including the date of issuance of the Private Placement Warrants.
RESPONSE: We have included the requested disclosure in the Third Amended Offering Statement.
2. We note your response to our prior comment 6 and reissue in part. Please have counsel revise Exhibit 12.1 to state that the units will constitute a binding obligation of the company. Refer to Section II.B.1.h of the Staff Legal Bulletin No. 19, available on our website www.sec.gov.
ADiTx Therapeutics, Inc.
Anderson St., Suite 105-10014 Loma Linda, CA 92354
www.aditxt.com
RESPONSE: We have filed the revised legal opinion of Sheppard, Mullin, Richter & Hampton LLP, the Company’s counsel, to the Third Amended Offering Statement.
Very truly yours,
/s/ AMRO ALBANNA
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CORRESP
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filename1.htm
July 17, 2018
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Re:
ADiTx
Therapeutics, Inc.
Amendment No. 2 to Offering
Statement on Form 1-A
Filed on July 3, 2018
File No. 024-10825
Ladies and Gentlemen:
This
letter sets forth the responses of ADiTx Therapeutics, Inc., a Delaware corporation (the “Company” or “we”),
to the comments received from the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
by letter dated July 13, 2018 concerning Amendment No. 2 to the Company’s Offering Statement on Form 1-A (File No. 024-10825)
filed with the Commission on July 3, 2018 (the “Amended Offering Statement”).
The
numbers of the responses in this letter correspond to the numbers of the Staff’s comments as set forth in its letter to
the Company dated July 13, 2018. References in the text of the responses herein to captions and page numbers are to Amendment
No. 3 to the Company’s Form 1-A (the “Third Amended Offering Statement”) which is being filed herewith.
For your convenience, we set forth each comment from your letter in bold typeface and include the Company’s response below
it.
Amendment No. 2
to Offering Statement on Form 1-A
Capitalization,
page 39
1. In
the third paragraph in this section, we note the disclosure that prior to this offering
you entered into private placement transactions. Please include the dates of those transactions,
including the date of issuance of the Private Placement Warrants.
RESPONSE:
We have included the requested disclosure in the Third Amended Offering Statement.
2. We
note your response to our prior comment 6 and reissue in part. Please have counsel revise
Exhibit 12.1 to state that the units will constitute a binding obligation of the company.
Refer to Section II.B.1.h of the Staff Legal Bulletin No. 19, available on our website
www.sec.gov.
ADiTx
Therapeutics, Inc.
11161
Anderson St., Suite 105-10014 Loma Linda, CA 92354
www.aditxt.com
RESPONSE:
We have filed the revised legal opinion of Sheppard, Mullin, Richter & Hampton LLP, the Company’s counsel, to the Third
Amended Offering Statement.
Very truly yours,
/s/ AMRO ALBANNA
Amro Albanna
Chief Executive Officer
Cc: Richard A. Friedman
Sheppard,
Mullin, Richter & Hampton LLP
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