Aditxt, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds (a) Sales of Unregistered Securities On January 1, 2021, the Company issued a consultant 6,000 shares of common stock for services rendered. On March 1, 2021, the Company issued a consultant 12,000 shares of common stock for services rendered. On April 1, 2021, the Company issued a consultant 6,000 shares of common stock for services rendered. On May 11, 2021, the Company issued a consultant 50,000 shares of common stock for services rendered. On June 8, 2021, the Company issued a consultant 12,000 shares of common stock for services rendered. On September 29, 2021, the Company issued a consultant 2,934 shares of common stock for services rendered. On August 25, 2021, in connection with our registered direct offering, in a concurrent private placement, we issued warrants to purchase an aggregate of 4,583,334 shares of common stock. The warrants have an exercise price of $2.53 per share and are exercisable for a five-year period commencing six months from the date of issuance. The issuances above were made pursuant to Section 4(a)(2) of the Securities Act. (b) Use of Proceeds On July 2, 2020, the Company completed its initial public offering (“IPO”). In connection therewith, the Company issued 1,226,668 Units (the “Units”), excluding the underwriters’ option to cover overallotments (the underwriter did not exercise their overallotment), at an offering price of $9.00 per Unit, resulting in gross proceeds of approximately $11.0 million. The Units issued in the IPO consisted of one share of common stock, one Series A warrant, and one Series B warrant. The Series A warrants originally had an exercise price of $9.00 and a term of 5 years. In addition, the Company issued a Unit Purchase Option at an exercise price of $11.25 per unit to the underwriters to purchase up to 67,466 units, with each unit consisting of (i) one share of common stock and (ii) one Series A Warrant. On August 19, 2020, the Company modified the exercise price of the Series A Warrants from $9.00 per share to $4.50 per share. The term of the Series A Warrants was not modified. The Series B warrants have an exercise price of $11.25 per share, a term of 5 years and contain a cashless exercise option upon certain criteria being met. As of September 30, 2020, substantially all of the Series B warrants issued in the IPO have been exercised pursuant to a cashless provision therein. We received net proceeds of $9.5 million in the IPO, after deducting underwriting discounts and commissions and issuance expenses borne by us. No payments were made by us to directors, officers or persons owning ten percent or more of our common stock or to their associates, or to our affiliates, other than payments in the ordinary course of business to officers for salaries and to non-employee directors pursuant to our director compensation policy. Dawson James Securities, Inc. acted as lead book-running manager of the offering and as representative of the underwriters for the offering. There has been no material change in the planned use of proceeds from our IPO from that described in the final prospectus related to the offering, dated June 29, 2020 as filed with the SEC. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable.