Item 5. Other Information
Item
5. Other Information
On
August 12, 2021, the Board of Directors of the Company approved the Company’s Second Amended and Restated Bylaws to reflect the
change in the Company’s corporate name from Aditx Therapeutics, Inc. to Aditxt, Inc. The Amended and Restated Bylaws contain no
other changes other than the change in name.
27
Amended and Restated Employment Agreement
On November 14, 2021, the
Company entered into an Amended and Restated Employment Agreement with Mr. Amro Albanna, the Chief Executive Officer of the Company (the
“Amro Employment Agreement”). Pursuant to the Amro Employment Agreement, Mr. Albanna will receive (i) a base salary at the
annual rate of $280,000 for the remainder of calendar year 2021, and effective January 1, 2022, $500,000 (prorated for any partial year)
payable in bimonthly installments (ii) the opportunity to earn an annual bonus of 2% of the Company’s earnings before interest,
taxes, depreciation, and amortization (EBITDA) with respect to an applicable year for which the bonus is payable, provided that such bonus
will not exceed two (2) times Mr. Albanna’s base salary, and (iii) eligible to earn an annual discretionary bonus as determined
by the Board or its Compensation Committee in their sole discretion. In addition, for calendar year 2021, Mr. Albanna will be eligible
to earn an additional discretionary bonus as determined by the Company.
The term of Mr. Albanna’s
engagement under the Amro Employment Agreement commences as of the Effective Date (as defined in the Amro Employment Agreement) and continues
until November 14,2023, unless earlier terminated in accordance with the terms of the Amro Employment Agreement. The term of Mr. Albanna’s
Employment Agreement is automatically renewed for successive one (1) year periods until terminated by Mr. Albanna or the Company.
Under the Amro Employment
Agreement, termination of Mr. Albanna by the Company for “Cause,” “Death,” or “Disability,” (as such
terms are defined in the Amro Employment Agreement), or resignation by Mr. Albanna without “Good Reason” (as defined in the
Amro Employment Agreement), will not require the Company to pay severance to Mr. Albanna. Upon any such termination, Mr. Albanna will
be entitled to receive any Accrued Compensation (as defined in the Amro Employment Agreement), which in the case of termination by the
Company for Cause or resignation by Mr. Albanna for Good Reason will not include payment of pro rata bonus; provided , however ,
if termination of Mr. Albanna by the Company without “Cause” or resignation by Mr. Albanna for “Good Reason,”
then under the Amro Employment Agreement will require the Company to pay severance to Mr. Albanna. Upon any such termination, Mr. Albanna
will be entitled to receive any Accrued Compensation and, subject to Mr. Albanna’s execution of an irrevocable release, receive
(i) on the sixtieth day (60th) day following termination, a lump sum amount equal to twelve (12) months base salary then in effect as
of the date of termination, less applicable taxes and withholdings; (ii) provide reimbursement to Mr. Albanna’s medical insurance
premiums for a period of twelve (12) months following the date of termination; and (iii) cause any equity awards granted prior to the
Effective Date (as defined in the Amro Employment Agreement), that are then outstanding and unvested to immediately vest and, with respect
to all options and stock appreciation rights, to become fully exercisable.
Notwithstanding the foregoing,
under the Amro Employment Agreement, termination of Mr. Albanna by the Company without Cause or resignation by Mr. Albanna for Good Reason
and a Change of Control (as defined in the Amro Employment Agreement) of the Company occurs within six (6) months after such termination,
or within twenty-four (24) months prior to such termination, the Company will pay severance to Mr. Albanna in connection to such termination.
Upon such termination, Mr. Albanna will be entitled to receive any Accrued Compensation, and subject to Mr. Albanna’s execution
of an irrevocable release, receive (i) on the sixtieth (60th) day of termination, a lump sum cash-payment equal to the product of three
times Mr. Albanna’s salary then in effect as of the date of termination, less applicable taxes and withholdings; (ii) provide reimbursement
to Mr. Albanna’s medical insurance premiums for a period of twenty-four (24) months following the date of termination; and (iii)
notwithstanding any provision of any stock incentive plan, stock option agreement, realization bonus, restricted stock agreement or other
agreement relating to capital stock of the Company, cause any equity awards granted prior to the that are then outstanding and unvested
to immediately vest and, with respect to all options and stock appreciation rights, to become fully exercisable for twenty-four (24) months
(but not later than when the award would otherwise expire).
The Amro Employment Agreement
also contains customary non-solicitation and non-competition covenants, which covenants remain in effect for twelve (12) months following
any cessation of employment with respect to Mr. Albanna. To the extent any of the payments or benefits provided for under the Amro Employment
Agreement or any other agreement or arrangement between Mr. Albanna and the Company (collectively, the “Payments”), (a) constitute
an “excess parachute payment” within the meaning of Section 280G (“Section 280G”) of the Internal Revenue Code
of 1986, as amended and restated (the “Code”), and (b) would otherwise be subject to the excise tax imposed by Section 4999
of the Code (“Section 4999”), then the Company will pay or provide the greater (whichever gives Mr. Albanna the highest net
after-tax amount) of (i) all of the Payments or (ii) the portion of Payments not in excess of the greatest amount of Payments that can
be paid that would not result in the imposition of the excise tax under Section 4999.
28
The foregoing description
of the terms of the Amro Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the provisions
of the Amro Employment Agreement, which is filed as Exhibit 10.12 to this Current Report on Form 10-Q.
Pankovcin Employment Agreement
On November 14, 2021, Aditxt,
Inc. (the “Company”) entered into a new employment agreement (the “Pankovcin Employment Agreement”) with the Company’s
President, Corinne Pankovcin, pursuant to which Ms. Pankovcin will continue to serve as the Company’s President and Secretary until
the date upon which Ms. Pankovcin’s employment may be terminated in accordance with the terms of the Pankovcin Employment Agreement.
The term of Ms. Pankovcin’s
engagement under the Pankovcin Employment Agreement commences as of the Effective Date (as defined in the Pankovcin Employment Agreement)
and continues until November 14,2023, unless earlier terminated in accordance with the terms of the Pankovcin Employment Agreement. The
term of Ms. Pankovcin’s Employment Agreement is automatically renewed for successive one (1) year periods until terminated by Ms.
Pankovcin or the Company.
Pursuant to the Pankovcin
Employment Agreement, Ms. Pankovcin will receive: (i) a base salary at the annual rate of $250,000 for the remainder of calendar year
2021, and effective January 1, 2022, $385,000 (prorated for any partial year) payable in bimonthly installments and (ii) eligible to earn
an annual discretionary bonus with a target amount of 45% of Base Compensation, which is based on the achievement of performance objectives,
which will be determined by the Board and Compensation Committee. In addition, for calendar year 2021, Ms. Pankovcin shall be eligible
to earn an additional discretionary bonus as determined by the Company.
Under the Pankovcin Employment
Agreement, termination of Ms. Pankovcin by the Company for “Cause,” “Death,” or “Disability,” (as
such terms are defined in the Pankovcin Employment Agreement), or resignation by Ms. Pankovcin for “Good Reason” (as defined
in the Pankovcin Employment Agreement), will not require the Company to pay severance to Ms. Pankovcin. Upon any such termination, Ms.
Pankovcin will be entitled to receive any Accrued Compensation (as defined in the Pankovcin Employment Agreement), which in the case of
termination by the Company for Cause or resignation by Ms. Pankovcin for Good Reason will not include payment of pro rata bonus; provided ,
however , if termination of Ms. Pankovcin by the Company without “Cause” or resignation by Ms. Pankovcin for
“Good Reason,” then under the Pankovcin Employment Agreement will require the Company to pay severance to Ms. Pankovcin. Upon
any such termination, Ms. Pankovcin will be entitled to receive any Accrued Compensation and, subject to Ms. Pankovcin’s execution
of an irrevocable release, receive: (i) on the sixtieth day (60th) day following termination, a lump sum amount equal to twelve (12) months
base salary then in effect as of the date of termination, less applicable taxes and withholdings; (ii) provide reimbursement to Ms. Pankovcin’s
medical insurance premiums for a period of twelve (12) months following the date of termination; and (iii) cause any equity awards granted
prior to the Effective Date (as defined in the Pankovcin Employment Agreement), that are then outstanding and unvested to immediately
vest and, with respect to all options and stock appreciation rights, to become fully exercisable.
29
Notwithstanding the foregoing,
under the Pankovcin Employment Agreement, termination of Ms. Pankovcin by the Company without Cause or resignation by Ms. Pankovcin for
Good Reason and a Change of Control (as defined in the Pankovcin Employment Agreement) of the Company occurs within six (6) months after
such termination, or within twenty-four (24) months prior to such termination, the Company will pay severance to Ms. Pankovcin in connection
to such termination. Upon such termination, Ms. Pankovcin will be entitled to receive any Accrued Compensation, and subject to Ms. Pankovcin’s
execution of an irrevocable release, receive (i) on the sixtieth (60th) day of termination, a lump sum cash-payment equal to the sum of
(A) the product of two times Ms. Pankovcin’s salary then in effect as of the date of termination, less applicable taxes and withholdings,
and (B) the product of two times Ms. Pankovcin’s Target Bonus; (ii) provide reimbursement to Ms. Pankovcin’s medical insurance
premiums for a period of twenty-four (24) months following the date of termination; and (iii) notwithstanding any provision of any stock
incentive plan, stock option agreement, realization bonus, restricted stock agreement or other agreement relating to capital stock of
the Company, cause any equity awards granted prior to the that are then outstanding and unvested to immediately vest and, with respect
to all options and stock appreciation rights, to become fully exercisable for twenty-four (24) months (but not later than when the award
would otherwise expire).
The Pankovcin Employment Agreement
also contains customary non-solicitation and non-competition covenants, which covenants remain in effect for twelve (12) months following
any cessation of employment with respect to Ms. Pankovcin. To the extent any of the payments or benefits provided for under the Pankovcin
Employment Agreement or any other agreement or arrangement between Ms. Pankovcin and the Company (collectively, the “Payments”),
(a) constitute an “excess parachute payment” within the meaning of Section 280G (“Section 280G”) of the Internal
Revenue Code of 1986, as amended and restated (the “Code”), and (b) would otherwise be subject to the excise tax imposed by
Section 4999 of the Code (“Section 4999”), then the Company will pay or provide the greater (whichever gives Ms. Pankovcin
the highest net after-tax amount) of (i) all of the Payments or (ii) the portion of Payments not in excess of the greatest amount of Payments
that can be paid that would not result in the imposition of the excise tax under Section 4999.
A copy of the Pankovcin Employment
Agreement is filed as Exhibit 10.13 to this report and incorporated herein by reference.
Farley Employment Agreement
On November 14, 2021, Aditxt,
Inc. (the “Company”) entered into a new employment agreement (the “Farley Employment Agreement”) with the Company’s
Chief Financial Officer, Thomas Farley, pursuant to which Mr. Farley will continue to serve as the Company’s Chief Financial Officer
until the date upon which Mr. Farley’s employment may be terminated in accordance with the terms of the Farley Employment Agreement.
The term of Mr. Farley’s
engagement under the Farley Employment Agreement commences as of the Effective Date (as defined in the Farley Employment Agreement) and
continues until November 14,2023, unless earlier terminated in accordance with the terms of the Farley Employment Agreement. The term
of Mr. Farley’s Employment Agreement is automatically renewed for successive one (1) year periods until terminated by Mr. Farley
or the Company.
Pursuant to the Farley Employment
Agreement, Mr. Farley will receive: (i) a base salary at the annual rate of $225,000 for the remainder of calendar year 2021, and effective
January 1, 2022, $355,000 (prorated for any partial year) payable in bimonthly installments and, (ii) eligible to earn an annual discretionary
bonus with a target amount of 40% of Base Compensation, which is based on the achievement of performance objectives, which will be determined
by the Board and Compensation Committee. In addition, for calendar year 2021, Mr. Farley will be eligible to earn an additional discretionary
bonus as determined by the Company.
Under the Farley Employment
Agreement, termination of Mr. Farley by the Company for “Cause,” “Death,” or “Disability,” (as such
terms are defined in the Farley Employment Agreement), or resignation by Mr. Farley without “Good Reason” (as defined in the
Farley Employment Agreement), will not require the Company to pay severance to Mr. Farley. Upon any such termination, Mr. Farley will
be entitled to receive any Accrued Compensation (as defined in the Farley Employment Agreement which in the case of termination by the
Company for Cause or resignation by Mr. Farley for Good Reason will not include payment of pro rata bonus; provided , however ,
if termination of Mr. Farley by the Company without “Cause” or resignation by Mr. Farley for “Good Reason,” then
under the Farley Employment Agreement will require the Company to pay severance to Mr. Farley. Upon any such termination, Mr. Farley will
be entitled to receive any Accrued Compensation and, subject to Mr. Farley’s execution of an irrevocable release, receive (i) on
the sixtieth day (60th) day following termination, a lump sum cash-payment equal to the sum of (A) the product of two times Mr. Farley’s
salary then in effect as of the date of termination, less applicable taxes and withholdings, and (B) the product of two times Mr. Farley’s
Target Bonus (as defined in the Farley Employment Agreement); (ii) provide reimbursement to Mr. Farley’s medical insurance premiums
for a period of twelve (12) months following the date of termination; and (iii) cause any equity awards granted prior to the Effective
Date (as defined in the Farley Employment Agreement), that are then outstanding and unvested to immediately vest and, with respect to
all options and stock appreciation rights, to become fully exercisable.
30
Notwithstanding the foregoing,
under the Farley Employment Agreement, termination of Mr. Farley by the Company without Cause or resignation by Mr. Farley for Good Reason
and a Change of Control (as defined in the Farley Employment Agreement) of the Company occurs within six (6) months after such termination,
or within twenty-four (24) months prior to such termination, the Company will pay severance to Mr. Farley in connection to such termination.
Upon such termination, Mr. Farley will be entitled to receive any Accrued Compensation, and subject to Mr. Farley’s execution of
an irrevocable release, receive (i) on the sixtieth (60th) day of termination, a lump sum cash-payment equal to the product of two times
Mr. Farley’s salary then in effect as of the date of termination, less applicable taxes and withholdings; (ii) provide reimbursement
to Mr. Farley’s medical insurance premiums for a period of twelve (12) months following the date of termination; and (iii) notwithstanding
any provision of any stock incentive plan, stock option agreement, realization bonus, restricted stock agreement or other agreement relating
to capital stock of the Company, cause any equity awards granted prior to the that are then outstanding and unvested to immediately vest
and, with respect to all options and stock appreciation rights, to become fully exercisable (but not later than when the award would otherwise
expire).
The Farley Employment Agreement
also contains customary non-solicitation and non-competition covenants, which covenants remain in effect for twelve (12) months following
any cessation of employment with respect to Mr. Farley. To the extent any of the payments or benefits provided for under the Farley Employment
Agreement or any other agreement or arrangement between Mr. Farley and the Company (collectively, the “Payments”), (a) constitute
an “excess parachute payment” within the meaning of Section 280G (“Section 280G”) of the Internal Revenue Code
of 1986, as amended and restated (the “Code”), and (b) would otherwise be subject to the excise tax imposed by Section 4999
of the Code (“Section 4999”), then the Company will pay or provide the greater (whichever gives Mr. Farley the highest net
after-tax amount) of (i) all of the Payments or (ii) the portion of Payments not in excess of the greatest amount of Payments that can
be paid that would not result in the imposition of the excise tax under Section 4999.
A copy of the Farley Employment
Agreement is filed as Exhibit 10.14 to this report and incorporated herein by reference.
Shabahang Employment Agreement
On November 14, 2021, Aditxt,
Inc. (the “Company”) entered into a new employment agreement (the “Shabahang Employment Agreement”) with the Company’s
Chief Innovation Officer, Shahrokh Shabahang, pursuant to which Mr. Shabahang will continue to serve as the Company’s Chief Innovation
Officer until the date upon which Mr. Shabahang’s employment may be terminated in accordance with the terms of the Shabahang Employment
Agreement.
The term of Mr. Shabahang’s
engagement under the Shabahang Employment Agreement commences as of the Effective Date (as defined in the Shabahang Employment Agreement)
and continues until November 14,2023, unless earlier terminated in accordance with the terms of the Shabahang Employment Agreement. The
term of Mr. Shabahang’s Employment Agreement is automatically renewed for successive one (1) year periods until terminated by Mr.
Shabahang or the Company.
Pursuant to the Shabahang
Employment Agreement, Mr. Shabahang will receive: (i) a base salary at the annual rate of $210,000 for the remainder of calendar year
2021, and effective January 1, 2022, $325,000 (prorated for any partial year) payable in bimonthly installments, and (ii) eligible to
earn an annual discretionary bonus with a target amount of 40% of Base Compensation, which is based on the achievement of performance
objectives, which will be determined by the Board and Compensation Committee. In addition, for calendar year 2021, Mr. Shabahang will
be eligible to earn an additional discretionary bonus as determined by the Company.
Under the Shabahang Employment
Agreement, termination of Mr. Shabahang by the Company for “Cause,” “Death,” or “Disability,” (as
such terms are defined in the Shabahang Employment Agreement), or resignation by Mr. Shabahang without “Good Reason” (as defined
in the Shabahang Employment Agreement), will not require the Company to pay severance to Mr. Shabahang. Upon any such termination, Mr.
Shabahang will be entitled to receive any Accrued Compensation (as defined in the Shabahang Employment Agreement), which in the case of
termination by the Company for Cause or resignation by Mr. Shabahang for Good Reason will not include payment of pro rata bonus; provided ,
however , if termination of Mr. Shabahang by the Company without “Cause” or resignation by Mr. Shabahang for
“Good Reason,” then under the Shabahang Employment Agreement will require the Company to pay severance to Mr. Shabahang. Upon
any such termination, Mr. Shabahang will be entitled to receive any Accrued Compensation and, subject to Mr. Shabahang’s execution
of an irrevocable release, receive: (i) on the sixtieth day (60th) day following termination, a lump sum cash-payment equal to the sum
of (A) the product of two times Mr. Shabahangs’s salary then in effect as of the date of termination, less applicable taxes and
withholdings, and (B) the product of two times Mr. Shabahang’s Target Bonus (as defined in the Shabahang Employment Agreement);
(ii) provide reimbursement to Mr. Shabahang’s medical insurance premiums for a period of twelve (12) months following the date of
termination; and (iii) cause any equity awards granted prior to the Effective Date (as defined in the Shabahang Employment Agreement),
that are then outstanding and unvested to immediately vest and, with respect to all options and stock appreciation rights, to become fully
exercisable.
31
Notwithstanding the foregoing,
under the Shabahang Employment Agreement, termination of Mr. Shabahang by the Company for without Cause or resignation by Mr. Shabahang
for Good Reason and a Change of Control (as defined in the Shabahang Employment Agreement) of the Company occurs within six (6) months
after such termination, or within twenty-four (24) months prior to such termination, the Company will pay severance to Mr. Shabahang in
connection to such termination. Upon such termination, Mr. Shabahang will be entitled to receive any Accrued Compensation, and subject
to Mr. Shabahang’s execution of an irrevocable release, receive: (i) on the sixtieth (60th) day of termination, a lump sum cash-payment
equal to the product of two times Mr. Shabahang’s salary then in effect as of the date of termination, less applicable taxes and
withholdings; (ii) provide reimbursement to Mr. Shabahang’s medical insurance premiums for a period of twenty-four (24) months following
the date of termination; and (iii) notwithstanding any provision of any stock incentive plan, stock option agreement, realization bonus,
restricted stock agreement or other agreement relating to capital stock of the Company, cause any equity awards granted prior to the that
are then outstanding and unvested to immediately vest and, with respect to all options and stock appreciation rights, to become fully
exercisable for twenty-four (24) months (but not later than when the award would otherwise expire).
The Shabahang Employment Agreement
also contains customary non-solicitation and non-competition covenants, which covenants remain in effect for twelve (12) months following
any cessation of employment with respect to Mr. Shabahang. To the extent any of the payments or benefits provided for under the Shabahang
Employment Agreement or any other agreement or arrangement between Mr. Shabahang and the Company (collectively, the “Payments”),
(a) constitute an “excess parachute payment” within the meaning of Section 280G (“Section 280G”) of the Internal
Revenue Code of 1986, as amended and restated (the “Code”), and (b) would otherwise be subject to the excise tax imposed by
Section 4999 of the Code (“Section 4999”), then the Company will pay or provide the greater (whichever gives Mr. Shabahang
the highest net after-tax amount) of (i) all of the Payments or (ii) the portion of Payments not in excess of the greatest amount of Payments
that can be paid that would not result in the imposition of the excise tax under Section 4999.
A copy of the Shabahang Employment
Agreement is filed as Exhibit 10.15 to this report and incorporated herein by reference.
Rowena Employment Agreement
On November 14, 2021, Aditxt,
Inc. (the “Company”) entered into a new employment agreement (the “Rowena Employment Agreement”) with the Company’s
Chief Operating Officer, Rowena Albanna, pursuant to which Ms. Albanna will continue to serve as the Company’s Chief Operating Officer
until the date upon which Ms. Albanna’s employment may be terminated in accordance with the terms of the Rowena Employment Agreement.
The term of Ms. Albanna’s
engagement under the Rowena Employment Agreement commences as of the Effective Date (as defined in the Rowena Employment Agreement) and
continues until November 14,2023, unless earlier terminated in accordance with the terms of the Rowena Employment Agreement. The term
of Ms. Albanna’s Employment Agreement is automatically renewed for successive one (1) year periods until terminated by Ms. Albanna
or the Company.
Pursuant to the Rowena Employment
Agreement, Ms. Albanna will receive: (i) a base salary at the annual rate of $210,000 for the remainder of calendar year 2021 and effective
January 1, 2022, $325,000 (prorated for any partial year) payable in bimonthly installments, and (ii) eligible to earn an annual discretionary
bonus with a target amount of 40% of Base Compensation, which is based on the achievement of performance objectives, which will be determined
by the Board and Compensation Committee. In addition, for calendar year 2021, Ms. Albanna will be eligible to earn an additional discretionary
bonus as determined by the Company.
32
Under the Rowena Employment
Agreement, termination of Ms. Albanna by the Company for “Cause,” “Death,” or “Disability,” (as such
terms are defined in the Rowena Employment Agreement), or resignation by by Ms. Albanna for “Good Reason” (as defined in the
Rowena Employment Agreement), will not require the Company to pay severance to Ms. Albanna. Upon any such termination, Ms. Albanna will
be entitled to receive any Accrued Compensation (as defined in the Rowena Employment Agreement), which in the case of termination by the
Company for Cause or resignation by Ms. Albanna for Good Reason will not include payment of pro rata bonus; provided , however ,
if termination of Ms. Albanna by the Company without “Cause” or resignation by Ms. Albanna for “Good Reason” (as
such terms are defined in the Rowena Employment Agreement), then under the Rowena Employment Agreement will require the Company to pay
severance to Ms. Albanna. Upon any such termination, Ms. Albanna will be entitled to receive any Accrued Compensation and, subject to
Ms. Albanna’s execution of an irrevocable release, receive: (i) on the sixtieth day (60th) day following termination, a lump sum
amount equal to twelve (12) months base salary then in effect as of the date of termination, less applicable taxes and withholdings; (ii)
provide reimbursement to Ms. Albanna’s medical insurance premiums for a period of twelve (12) months following the date of termination;
and (iii) cause any equity awards granted prior to the Effective Date (as defined in the Rowena Employment Agreement), that are then outstanding
and unvested to immediately vest and, with respect to all options and stock appreciation rights, to become fully exercisable.
Notwithstanding the foregoing,
under the Rowena Employment Agreement, termination of Ms. Albanna by the Company without Cause or resignation by Ms. Albanna for Good
Reason and a Change of Control (as defined in the Rowena Employment Agreement) of the Company occurs within six (6) months after such
termination, or within twenty-four (24) months prior to such termination, the Company will pay severance to Ms. Albanna in connection
to such termination. Upon such termination, Ms. Albanna will be entitled to receive any Accrued Compensation, and subject to Ms. Albanna’s
execution of an irrevocable release, receive: (i) on the sixtieth (60th) day of termination, a lump sum cash-payment equal to the sum
of (A) the product of two times Ms. Albanna’s salary then in effect as of the date of termination, less applicable taxes and withholdings,
and (B) the product of two times Ms. Albanna’s Target Bonus; (ii) provide reimbursement to Ms. Albanna’s medical insurance
premiums for a period of twenty-four (24) months following the date of termination; and (iii) notwithstanding any provision of any stock
incentive plan, stock option agreement, realization bonus, restricted stock agreement or other agreement relating to capital stock of
the Company, cause any equity awards granted prior to the that are then outstanding and unvested to immediately vest and, with respect
to all options and stock appreciation rights, to become fully exercisable for twenty-four (24) months (but not later than when the award
would otherwise expire).
The Rowena Employment Agreement
also contains customary non-solicitation and non-competition covenants, which covenants remain in effect for twelve (12) months following
any cessation of employment with respect to Ms. Albanna. To the extent any of the payments or benefits provided for under the Rowena Employment
Agreement or any other agreement or arrangement between Ms. Albanna and the Company (collectively, the “Payments”), (a) constitute
an “excess parachute payment” within the meaning of Section 280G (“Section 280G”) of the Internal Revenue Code
of 1986, as amended and restated (the “Code”), and (b) would otherwise be subject to the excise tax imposed by Section 4999
of the Code (“Section 4999”), then the Company will pay or provide the greater (whichever gives Ms. Albanna the highest net
after-tax amount) of (i) all of the Payments or (ii) the portion of Payments not in excess of the greatest amount of Payments that can
be paid that would not result in the imposition of the excise tax under Section 4999.
A copy of the Rowena Employment
Agreement is filed as Exhibit 10.16 to this report and incorporated herein by reference.
33
Item
6. Exhibits
Exhibit
Incorporated
by Reference
Filed
Number
Exhibit
Description
Form
File
No.
Exhibit
Filing Date
Herewith
1.1
Underwriting
Agreement between the Company and Revere Securities LLC dated October 18, 2021
8-K
001-39336
1.1
October
20, 2021
3.1
Amended
and Restated Certificate of Incorporation of the Registrant.
S-1
333-235933
3.1
June 25, 2020
3.2
Certificate
of Amendment, dated June 29, 2020
10-Q
001-39336
3.2
August 13, 2020
3.3
Amended
and Restated Bylaws of the Registrant
S-1
333-235933
3.3
June
25, 2020
3.4
Second
Amended and Restated Bylaws of the Registrant
10-Q
001-39336
3.4
August
12, 2021
4.1
Form
of Warrant
8-K
001-39336
4.1
August
30, 2021
10.1
Form
of Securities Purchase Agreement
8-K
001-39336
10.1
August
30, 2021
10.2
Placement
Agency Agreement
8-K
001-39336
10.2
August
30, 2021
10.3
Form
of Placement Agent Warrant
8-K
001-39336
10.3
August
30, 2021
10.4
Waiver
and Defeasance Agreement
8-K
001-39336
10.4
August
30, 2021
10.5
Secured
Credit Agreement, dated as of August 27, 2021, by and among AiPharma, AiPharma Holdings Limited, AiPharma Asia Limited and the Company
X
10.6
Security
Agreement, dated as of August 27, 2021 by and between AiPharma Asia Limited and the Company.
X
10.7
Security
Agreement, dated as of August 27, 2021 by and between AiPharma Limited and the Company
X
10.8
Security
Agreement – AiPharma Limited and Aditxt (BVI Law)
X
10.9
Floating
Charge
X
10.10
Transaction
Agreement, dated as of October 4, 2021 by and between the company and AiPharma Global Holdings LLC
X
10.11
First
Amendment to Secured Credit Agreement with AiPharma Global Holding LLC
X
10.12
Employment Agreement, dated as of November 14, 2021 between Aditxt, Inc. and Amro Albanna, Chief Executive Officer.
X
10.13
Employment Agreement, dated as of November 14, 2021 between Aditxt, Inc. and Corinne Pankovcin, President and Secretary.
X
10.14
Employment Agreement, dated as of November 14, 2021 between Aditxt, Inc. and Thomas Farley, Chief Financial Officer.
X
10.15
Employment Agreement, dated as of November 14, 2021 between Aditxt, Inc. and Shahrokh Shabahang, Chief Innovation Officer.
X
10.16
Employment Agreement, dated as of November 14, 2021 between Aditxt, Inc. and Rowena Albanna, Chief Operating Officer.
X
31.1*
Certification
of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2*
Certification
of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1*
Certification
of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
X
101.INS
Inline
XBRL Instance Document.
X
101.SCH
Inline
XBRL Taxonomy Extension Schema Document.
X
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase Document.
X
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document.
X
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase Document.
X
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document.
X
104
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
X
*
This
certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act),
or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Exchange Act.
34
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, thereunto duly authorized.
Aditxt,
Inc.
Date:
November 15, 2021
By:
/s/
Amro Albanna
Amro
Albanna
Chief
Executive Officer
(Principal Executive Officer)
Date:
November 15, 2021
By:
/s/
Thomas J. Farley
Thomas
J. Farley
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
35