UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~October~~November 1222, 2023

Adhera Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-13789	11-2658569
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

8000 Innovation Parkway

Baton Rouge, LA

70820

(Address of principal executive offices)

(Zip Code)

(919)-518-3748

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 71.01 ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

On ~~August~~November 1022, 2023, Adhera Therapeutics, Inc., a Delaware corporation (“Adhera” or the “Company”) entered into an aAssignment ~~non-binding~~and ~~term~~Exchange ~~sheet~~Agreement ~~with a Nasdaq listed life sciences company~~ (the “~~PubCo~~Agreement”) ~~PubCo~~with ~~which~~Biodexa ~~contemplates~~Pharmaceuticals PLC, a ~~transaction~~public inlimited ~~which~~company ~~the Company would assign its rights~~organized under the ~~License~~laws ~~Agreement~~of ~~with~~England ~~Melior~~and ~~Pharmaceuticals~~Wales ~~I, Inc.~~ (“~~Melior~~Biodexa”), ~~relating~~and tocertain ~~Melior’s~~holders ~~MLR-1023~~ (~~tolimidone) product (~~the “~~Product~~Secured Noteholders”) toof ~~PubCo,~~outstanding secured innotes ~~exchange~~issued ~~for~~by ~~PubCo:~~Adhera (A)the ~~paying~~“Secured ~~the~~Notes”) ~~Company~~having upa tocombined ~~$800,000~~total ~~cash, comprised~~amount of $~~100~~7,~~000~~832,927, ~~paid~~pursuant ~~upon~~to ~~signing~~which ofAdhera agreed ~~the~~to ~~term~~assign ~~sheet,~~all ~~$300,000~~of atits ~~the~~rights ~~initial~~to ~~closing of~~ the ~~transaction~~compound ~~and~~tolimidone ~~$400,000~~under ~~upon PubCo~~its ~~closing~~license aagreement ~~registered~~dated ~~public~~August ~~offering~~20, of2021, ~~its~~as ~~securities~~amended, ~~and~~with ~~(B)~~Melior Pharmaceuticals ~~issuing~~I, ~~Pubco~~Inc., ~~securities of having~~ a ~~total~~Delaware ~~value~~corporation of(“Melior”) ~~$9 million~~ to ~~the~~Biodexa ~~Company’s~~in ~~secured~~exchange ~~noteholders~~for ~~who~~Biodexa ~~elect~~agreeing to ~~participate~~issue inconsideration to ~~the~~Adhera ~~transaction~~ and ~~such participating noteholders in turn releasing~~ the ~~Company~~Secured ofNoteholders ~~its~~(as ~~obligations~~more ~~under~~specifically ~~its~~described ~~outstanding~~below), ~~secured indebtedness held by such noteholders~~ and ~~related~~the ~~agreements entered~~Secured ~~into~~Noteholders in ~~connection~~turn ~~therewith,~~agreeing ~~which~~to the ~~Pubco~~elimination and ~~securities~~release ~~would~~of beAdhera ~~issuable~~from inthe ~~four~~Secured ~~tranches~~Notes ~~upon~~and ~~(1)~~ the ~~closing~~Secured ofNoteholders’ ~~the transaction,~~rights ~~(2)~~and ~~the~~interests ~~closing~~and ~~of PubCo~~Adhera’s ~~offering~~obligations incident thereto, ~~(3)~~subject ~~completion~~in ofeach acase ~~positive~~to ~~Phase II study for~~ the ~~Product,~~terms and ~~(4)~~conditions ~~first commercial~~set ~~sale~~forth ofin the ~~Product~~Agreement.

~~The~~In ~~parties~~connection ~~are~~with the assignment, Biodexa agreed to pay $300,000 in cash to Adhera (the ~~process~~“Initial Cash Consideration”) and issue $2,000,000 of ~~negotiating~~its ~~definitive~~American ~~agreements~~Depositary ~~for~~Shares ~~the~~(“Depositary ~~transaction~~Shares”), ~~including~~each ~~ongoing~~Depositary ~~discussions~~Share ~~with~~representing ~~certain~~400 of ~~the Company~~Biodexa’s ordinary ~~noteholders~~shares, ~~and~~nominal value £0.001 per share (the ~~terms~~“Ordinary ~~described~~Shares”), ~~above~~valued ~~are~~at ~~subject~~the final offering price per Class A Unit (“Class A Offering Price”) to ~~such~~be ~~negotiations~~offered ~~and~~by ~~any~~Biodexa ~~resulting~~in ~~definitive~~a ~~agreement~~registered oroffering (the “Biodexa Offering”), ~~agreements~~to ~~that~~the ~~may~~Secured ~~result~~Noteholders. ~~However~~In addition, noprovided ~~assurance~~the ~~can~~Secured beNoteholders, ~~given~~as ~~that~~ a ~~definitive~~group, ~~agreement~~subscribe ~~will~~for benot ~~reached~~less than $4,000,000 ~~that~~of Class A Units in the ~~transaction~~Biodexa ~~will close~~Offering, orBiodexa ~~that~~agreed ~~all~~to orpay a ~~significant~~further ~~portion~~$400,000 in cash to Adhera and issue a further $3,000,000 of its Depositary Shares, valued at the ~~Company’s~~Class ~~outstanding~~A ~~noteholders~~Offering Price, ~~which~~to asthe Secured Noteholders. There is no guarantee the Secured Noteholders will purchase a sufficient amount of ~~June~~units ~~30,~~in ~~2023~~the ~~totaled~~Biodexa Offering to entitle Adhera to the additional payment contemplated by the Agreement. The Agreement also provides for additional payments, totaling $114,~~231~~000,000 of Depositary Shares in ~~outstanding~~the ~~indebtedness~~aggregate, ~~will~~to ~~participate~~be issued to the Secured Noteholders upon the completion of a positive Phase II clinical study of tolimidone in Type-1 diabetes and upon the ~~transaction~~first commercial sale of tolimidone.

Upon receipt of the Depositary Shares issued pursuant to the Agreement as of the closing of the transactions contemplated thereby (the “Closing”), the Secured Noteholders have agreed to cancel and terminate, in full, their respective Secured Notes and any related security agreements and interests. The Closing is subject to customary closing conditions, including, among other things, the closing of the Biodexa Offering.

Further, in connection with the execution of the Agreement, Biodexa entered into a side letter agreement with Adhera under which Biodexa advanced to Adhera $60,000 of the Initial Cash Consideration, which will be credited against the Initial Cash Consideration payable at the Closing or, if the Closing does not occur by March 31, 2024, repaid in full by Adhera.

The foregoing description of the Agreement and the transactions contemplated thereby does not purport to be complete, and is qualified in its entirety by reference to the full text of the Agreement and side letter agreement, copies of which are filed hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein.

Item 9.01 Exhibits.

Exhibit No.		Exhibit
10.1		Assignment and Exchange Agreement*
10.2		Side Letter Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission staff upon request.

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.

	Adhera Therapeutics, Inc.
Date: October 12, 2023
Date: November 29, 2023
	By:	/s/ Zahed Subhan
	Name:	Zahed Subhan
	Title:	Chief Executive Officer

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