SEC Company Response from Aditxt, Inc. (ADTX) (CIK 0001726711) (ADTX) — Aug 17, 2018
Aditxt, Inc. (ADTX) (CIK 0001726711)
Date: Aug. 17, 2018 · CIK: 0001726711 · Accession: 0001615774-18-008291
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 024-10825
Letter
Re: ADiTx Therapeutics, Inc.
August 17, 2018
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Amendment No. 4 to Offering Statement on Form 1-A
Filed on August 7, 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”) concerning Amendment No. 4 to the Company’s Offering Statement on Form 1-A (File No. 024-10825) filed with the Commission on August 7, 2018 (the “Amended Offering Statement”).
References in the text of the responses herein to captions and page numbers are to Amendment No. 5 to the Company’s Form 1-A (the “Fifth Amended Offering Statement”), which is being filed herewith.
Offering Statement on Form 1-A
General
QUESTION: We note the disclosure that you will not consummate the offering if your common stock is not listed on the Nasdaq Capital Market. Please clarify if you are applying to have the Units listed as well. Please also explain when shareholders are able to separately trade the common stock and warrants included in the Units.
RESPONSE: We have included additional disclosure throughout the Fifth Amended Offering Statement to clarify that we will not apply to list the Units on the Nasdaq Capital Market (“NASDAQ”). We have only applied to list our common stock on NASDAQ. Purchasers in the offering will be able to trade our common stock upon approval of our listing application by NASDAQ. We have also included disclosure indicating that the Common Stock and Warrants will be separately transferable immediately.
ADiTx Therapeutics, Inc.
11161 Anderson St., Suite 105-10014 Loma Linda, CA 92354
www.aditxt.com
Summary
Best Efforts
QUESTION: Please clarify here that he Underwriter is offering the Units on a best efforts basis, or advise.
RESPONSE: The offering is being made on a best efforts basis by the Underwriter. We direct the Staff to “THE OFFERING” section included on page 8 under the “SUMMARY” section of the Fifth Amended Offering Statement where we state clearly that the offering is being made on a best efforts basis.
Very truly yours,
/s/ AMRO ALBANNA
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CORRESP
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August 17, 2018
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Re:
ADiTx Therapeutics, Inc.
Amendment No. 4 to Offering Statement on Form 1-A
Filed on August 7, 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”)
concerning Amendment No. 4 to the Company’s Offering Statement on Form 1-A (File No. 024-10825) filed with the Commission
on August 7, 2018 (the “Amended Offering Statement”).
References in the text
of the responses herein to captions and page numbers are to Amendment No. 5 to the Company’s Form 1-A (the “Fifth
Amended Offering Statement”), which is being filed herewith.
Offering Statement on Form 1-A
General
QUESTION: We note
the disclosure that you will not consummate the offering if your common stock is not listed on the Nasdaq Capital Market. Please
clarify if you are applying to have the Units listed as well. Please also explain when shareholders are able to separately trade
the common stock and warrants included in the Units.
RESPONSE: We have included additional
disclosure throughout the Fifth Amended Offering Statement to clarify that we will not apply to list the Units on the Nasdaq Capital
Market (“NASDAQ”). We have only applied to list our common stock on NASDAQ. Purchasers in the offering will be able
to trade our common stock upon approval of our listing application by NASDAQ. We have also included disclosure indicating that
the Common Stock and Warrants will be separately transferable immediately.
ADiTx Therapeutics, Inc.
11161 Anderson St., Suite 105-10014 Loma Linda, CA 92354
www.aditxt.com
Summary
Best Efforts
QUESTION: Please clarify
here that he Underwriter is offering the Units on a best efforts basis, or advise.
RESPONSE: The offering is being made on
a best efforts basis by the Underwriter. We direct the Staff to “THE OFFERING” section included on page 8 under the
“SUMMARY” section of the Fifth Amended Offering Statement where we state clearly that the offering is being made on
a best efforts basis.
Very truly yours,
/s/ AMRO ALBANNA
Amro Albanna
Chief Executive Officer
Cc:
Richard A. Friedman
Sheppard, Mullin, Richter & Hampton LLP
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