United States securities and exchange commission logo
February 12, 2024
Amro Albanna
Chief Executive Officer
Aditxt, Inc.
737 N. Fifth Street, Suite 200
Richmond, VA 23219
Re: Aditxt, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed January 26,
2024
File No. 333-276588
Dear Amro Albanna:
We have reviewed your amended registration statement and have the
following
comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our January 25, 2024
letter.
Amendment No. 1 to Registration Statement on Form S-1
Prospectus Summary
Recent Developments
Merger Agreement with Evofem Biosciences, Inc., page 7
1. We note your disclosure
stating that, on December 11, 2023, you entered into an
Agreement and Plan of
merger with Adicure, Inc., a majority owned subsidiary of the
Company ( Merger Sub
) and Evofem Biosciences, Inc. ( Evofem ), pursuant to which,
Merger Sub will be
merged into and with Evofem (the Merger ), with Evofem surviving
the Merger as a wholly
owned subsidiary of the Company. Please tell us your
consideration of
including pro forma financial statements, according to the guidance in
Rule 11-01(d) of
Regulation S-X, and financial statements of Evofem, according to the
guidance in Rule 3-05
of Regulation S-X, in your filing. In addition, please tell us your
consideration as to
whether or not the acquisition of the MDNA assets, as disclosed in
Amro Albanna
Aditxt, Inc.
February 12, 2024
Page 2
your December 31, 2023 and January 9, 2024 Form 8-Ks, would require pro
forma
information and financial statements to be included in your filing.
General
2. Please tell us how you have revised your registration statement to
provide all disclosure
required by Form S-1. For example, please tell us how you satisfied the
disclosure
requirements of Form S-1 Item 11(b), (c) and (i), and Item 11(l) with
respect to the
information required by paragraph (e)(4) of Item 407 of Regulation S-K,
or revise your
registration statement as appropriate. We also note the disclosures in
your Form 8-Ks filed
on January 30, 2024.
Please contact Tracie Mariner at 202-551-3744 or Mary Mast at
202-551-3613 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jimmy McNamara at 202-551-7349 or Tim Buchmiller at 202-551-3635 with
any other
questions.
Sincerely,
FirstName LastNameAmro Albanna
Division of
Corporation Finance
Comapany NameAditxt, Inc.
Office of Life
Sciences
February 12, 2024 Page 2
cc: Sean F. Reid, Esq.
FirstName LastName