CORRECTING and REPLACING Aditxt Announces Pricing of $4.2 Million Private Placement Priced At-The-Market under Nasdaq Rules
03 Maio 2024 - 3:14PM
Business Wire
In the first and second paragraphs, shares of common stock
should read: 1.6 million, (instead of 1.65 million). Second
paragraph, second sentence, the conversion price of the Series C-1
Convertible Preferred Stock should read: $2.595 per share (instead
of $2.47 per share). In the second paragraph, fourth sentence, the
warrant exercise price should read: $2.47 (instead of $2.595 per
share).
The updated release reads:
ADITXT ANNOUNCES PRICING OF $4.2 MILLION
PRIVATE PLACEMENT PRICED AT-THE-MARKET UNDER NASDAQ RULES
Aditxt, Inc. (NASDAQ: ADTX) (“Aditxt” or the “Company”), a
company dedicated to discovering, developing, and deploying
promising health innovations, today announced that it has entered
into securities purchase agreements for the purchase and sale of an
aggregate of 4,186 shares of the Company’s Series C-1 Convertible
Preferred Stock, 4,186 shares of the Company’s D-1 Preferred Stock,
and warrants to purchase approximately 1.6 million shares of common
stock in a private placement priced at-the-market under Nasdaq
rules.
The shares of Series C-1 Convertible Preferred Stock have a
stated value of $1,000 per share. They are initially convertible
into an aggregate of approximately 1.6 million shares of common
stock at a conversion price of $2.595 per share. The Series D-1
Preferred Stock permits the holders thereof to vote together with
the holders of the Company’s common stock on proposals to
effectuate an increase in the shares of common stock that the
Company is authorized to issue. The warrants will be exercisable
commencing six months following the initial issuance date at an
initial exercise price of $2.47 per share and expire five years
from the date of issuance. The private placement is expected to
close on or about May 6, 2024, subject to the satisfaction of
customary closing conditions.
Dawson James Securities is acting as the exclusive placement
agent for the offering.
The gross proceeds from the offering are expected to be
approximately $4.2 million, prior to deducting the placement
agent’s fees and other offering expenses payable by Aditxt. Aditxt
intends to use $1.0 million of the net proceeds to fund certain
obligations under its merger agreement with Evofem Biosciences,
Inc. and the remainder of the net proceeds from the offering for
working capital and other general corporate purposes.
The securities described above are being offered in a private
placement under Section 4(a)(2) of the Securities Act of 1933, as
amended (the “Securities Act”), and/or Regulation D promulgated
thereunder and, along with the shares of common stock underlying
the warrants, have not been registered under the Securities Act, or
applicable state securities laws. Accordingly, the warrants and
underlying shares of common stock may not be offered or sold in the
United States except pursuant to an effective registration
statement or an applicable exemption from the registration
requirements of the Securities Act and such applicable state
securities laws.
The Company has agreed to file a registration statement with the
SEC covering the resale of the shares of common stock underlying
the Series C-1 Convertible Preferred Stock and warrants on the
later of the 30th calendar day after the closing date and the
second business day following the date on which the Company obtains
stockholder approval of the issuance of the shares of common stock
underlying the Series C-1 Convertible Preferred Stock and
warrants.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or other jurisdiction.
About Aditxt
Aditxt, Inc.® (“Aditxt”) (NASDAQ: ADTX) is an innovation
platform dedicated to discovering, developing, and deploying
promising innovations. Aditxt’s ecosystem of research institutions,
industry partners, and shareholders collaboratively drives their
mission to “Make Promising Innovations Possible Together.” The
innovation platform is the cornerstone of Aditxt’s strategy, where
multiple disciplines drive disruptive growth and address
significant societal challenges. Aditxt operates a unique model
that democratizes innovation, ensures every stakeholder’s voice is
heard and valued, and empowers collective progress.
Aditxt has a diverse innovation portfolio, including Adimune™,
Inc., which is leading the charge in developing a novel class of
therapeutics for retraining the immune system to combat organ
rejection, autoimmunity, and allergies. Adivir™, Inc. focuses on
enhancing national and population health and impacting public
health globally. Pearsanta™, Inc., delivers rapid, personalized,
and high-quality lab testing accessible anytime, anywhere, led by
its CLIA-certified and CAP-accredited clinical laboratory based in
Richmond, VA.
For more information see: www.aditxt.com
Forward-Looking Statements
Certain statements in this press release constitute
“forward-looking statements” within the meaning of federal
securities laws. Forward-looking statements include statements
regarding, the ability of the Company to consummation of the
private placement, the satisfaction of the closing conditions of
the private placement and the use of proceeds therefrom, the
Company’s intentions, beliefs, projections, outlook, analyses or
current expectations concerning, among other things, the Company’s
ongoing and planned product and business development; the Company’s
ability to finance and execute on its strategic M&A
initiatives; the Company’s intellectual property position; the
Company’s ability to develop commercial functions; expectations
regarding product launch and revenue; the Company’s results of
operations, cash needs, spending, financial condition, liquidity,
prospects, growth and strategies; the industry in which the Company
operates; and the trends that may affect the industry or the
Company. Forward-looking statements are not guarantees of future
performance and actual results may differ materially from those
indicated by these forward-looking statements as a result of
various important factors, as well as market and other conditions
and those risks more fully discussed in the section titled “Risk
Factors” in the Company’s most recent Annual Report on Form 10-K,
as well as discussions of potential risks, uncertainties, and other
important factors in the Company’s other filings with the
Securities and Exchange Commission. All such statements speak only
as of the date made, and the Company undertakes no obligation to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise, except
as required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240503279122/en/
Investor and Media Contact IR@Aditxt.com
Aditxt (NASDAQ:ADTX)
Gráfico Histórico do Ativo
De Ago 2024 até Set 2024
Aditxt (NASDAQ:ADTX)
Gráfico Histórico do Ativo
De Set 2023 até Set 2024