UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
As contemplated by the Letter of Intent (as defined below) Aditxt, Inc., (the “Company”) entered into a secured credit agreement dated December 8, 2021 (the “Credit Agreement”) and signed on December 10, 2021 with the Target Company (as defined below), pursuant to which the Company made a secured loan to the Target Company in the principal amount of $500,000 (the “Initial Loan”) and agreed to make additional secured loans, as requested by the Target Company and approved by the Company, in an amount not to exceed $4.5 million (the “Additional Loans” and together with the Initial Loan, the “Loans”). The Loans bear interest at a rate of 8% per annum and mature on December 8, 2022, provided, that the Letter of Intent currently contemplates that the Loans will be forgivable upon the closing of the acquisition contemplated by the Letter of Intent. The Credit Agreement also contains certain covenants that prohibit the Target Company from incurring additional indebtedness, entering into any fundamental transactions, issuing any equity interests subject to certain limited exceptions, or making any dispositions of its property. In connection with the Credit Agreement, the Company entered into a Security Agreement with the Target Company, pursuant to which the Target Company granted the Company a security interest in all of the Target Company’s assets as security for the Loan.
The foregoing descriptions of the Credit Agreement and Security Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Credit Agreement and Securities Agreement, copies of which will be filed as exhibits to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Item 8.01 Other Events
On December 13, 2021, the Company issued a press release announcing that it had entered into a non-binding letter of intent (the “Letter of Intent”) to acquire a rapid diagnostic technology development company (the “Target Company”). A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press release dated December 13, 2021 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ADITXT, INC. | ||
| Date: December 13, 2021 | By: | /s/ Corinne Pankovcin |
| Corinne Pankovcin | ||
| Chief Financial Officer | ||
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