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): ~~June~~October 2923, ~~2023~~ 2023

Thunder Energies Corporation

(Exact name of registrant as specified in its charter)

~~Florida~~FLFlorida

(State or other jurisdiction of incorporation)

000-54464	45-1967797
(Commission File Number)	(I.R.S. Employer Identification No.)

1100 Peachtree St. NE8, Suite 200, Atlanta, GA 30339

(Address of principal executive offices)

(786) 855-6190

(Registrant’s telephone number, including area code)

(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:

☐ 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:

Title of Each Class	Trading Symbol	Name of Exchange on Which Registered
None	None	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). ☒

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. ☐

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		1
EXPLANATORY NOTE		2
Item 5.06	Changes in Control of the Registrant	3
Item 1.01	Entry into a Martial Definitive Agreement	3
Item 8.01	Other Events	5
Item 9.01	Financial Statements and Exhibits	5

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Current Report contains forward-looking statements, including, without limitation, in the sections captioned “Description of Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Plan of Operations,” and elsewhere. Any and all statements contained in this Report that are not statements of historical fact may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “pro-forma,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future,” and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this Report may include, without limitation, statements regarding (i) the plans and objectives of management for future operations, including plans or objectives relating to the development of commercially viable pharmaceuticals, (ii) a projection of income (including income/loss), earnings (including earnings/loss) per share, capital expenditures, dividends, capital structure or other financial items, (iii) our future financial performance, including any such statement contained in a discussion and analysis of financial condition by management or in the results of operations included pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), and (iv) the assumptions underlying or relating to any statement described in points (i), (ii) or (iii) above.

The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the inaccuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation, our inability to obtain adequate financing, the significant length of time associated with drug development and related insufficient cash flows and resulting illiquidity, our inability to expand our business, significant government regulation of pharmaceuticals and the healthcare industry, lack of product diversification, volatility in the price of our raw materials, existing or increased competition, results of arbitration and litigation, stock volatility and illiquidity, and our failure to implement our business plans or strategies. A description of some of the risks and uncertainties that could cause our actual results to differ materially from those described by the forward-looking statements in this Report appears in the section captioned “Risk Factors” and elsewhere in this Report.

Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. We disclaim any obligation to update the forward-looking statements contained in this Report to reflect any new information or future events or circumstances or otherwise.

Readers should read this Report in conjunction with the discussion under the caption “Risk Factors,” our financial statements and the related notes thereto in this Report, and other documents which we may file from time to time with the SEC.

EXPLANATORY NOTE

Thunder Energies Corporation f/k/a Thunder Fusion Corporation and CCJ Acquisition Corp. was incorporated in the State of Florida on April 21, 2011.

As used in this Current Report henceforward, unless otherwise stated or the context clearly indicates otherwise, the terms “Thunder Energies,” the “Company,” the “Registrant,” “we,” “us,” and “our” refer to Thunder Energies Corp., after giving effect to the Share Exchange and the Split-Off.

This Current Report contains summaries of the material terms of various ~~action~~agreements ~~taken~~executed in ~~conjunction~~connection with the ~~change~~transactions ofdescribed ~~control~~herein. The summaries of ~~the~~these ~~Company~~agreements are subject to, and ~~appointment~~are ofqualified in ~~new~~their ~~officers~~entirety by, reference to these agreements, which are filed as exhibits hereto and ~~directors~~incorporated herein by reference.

This Current Report is being filed in connection with a series of transactions consummated by the Company and certain related events and actions taken by the Company.

This Current Report responds to the following Items in Form 8-K:

Item 51.0601. ~~Changes~~Entry ininto ~~Shell~~a ~~Company~~Martial ~~Status~~Definitive Agreement

~~Thunder~~On ~~Energies~~October ~~Corporation~~4, is2021, ~~not currently~~Aditxt, Inc. (the “Company”) entered into a ~~shell~~transaction agreement (the ~~corporation~~“Transaction Agreement”) ~~nor~~with ~~has~~AiPharma Global itHoldings ~~ever~~LLC ~~been~~(“AiPharma aGlobal”), ~~shell~~pursuant ~~corporation.~~to Atwhich the ~~current~~Company ~~time~~agreed ~~OTC~~to ~~Markets,~~reach ~~Inc.~~a definitive agreement (the “Definitive Agreement”) ~~has~~no ~~labeled~~later ~~the~~than ~~Company~~November as30, 2021 to acquire a subsidiary (“~~Shell~~AiPharma Subsidiary” or ~~Risk~~“Holdco”.) ~~This~~of ~~filing~~AiPharma isGlobal, awhich ~~clarification~~is to own all of the ~~Company’s~~assets ~~shareholders~~of toAiPharma ~~clarify~~Global ~~that~~following a restructuring of AiPharma Global, ~~based~~subject onto ~~the~~certain ~~definitions~~termination ~~within~~rights ~~Rule 405~~described ofbelow. ~~the~~The ~~Securities~~Company ~~Act~~previously ofannounced ~~1933~~that ~~and~~it ~~Rule~~had ~~12b-2~~entered into a letter of intent ~~the~~to ~~Exchange~~acquire ~~Act~~a target company (the “Letter of ~~1934~~Intent”), which was reported in the ~~Corporation~~Company’s isCurrent ~~not~~Report aon Form ~~shell~~8-K ~~company~~dated August 25, 2021.

~~DEFINITION~~As OFpreviously Adisclosed in the Company’s ~~SHELL~~Current ~~COMPANY~~Report on Form 8-K dated August 30, 2021, in connection with the Letter of Intent, the Company entered into a secured credit agreement dated August 27, 2021 (the “Credit Agreement”) with the target and certain affiliated entities, pursuant to which the Company made a secured loan to the target company in the principal amount of $6.5 million. In connection with the Credit Agreement, the Company entered into security agreements with certain affiliates of the target company.

~~The~~On ~~Securities~~October ~~Act~~5, ~~Rule~~2021, ~~405~~the ~~and~~Company ~~Exchange~~issued ~~Act~~a ~~Rule~~press release ~~12b-2~~announcing ~~define a~~signing ~~Shell~~of ~~Company~~the Transaction Agreement and the identity of the target company as AiPharma Global. AiPharma Global is a biopharmaceutical company that holds directly, ~~other~~or ~~than~~through anits ~~asset-backed~~affiliates ~~issuer~~worldwide (excluding Japan), ~~with~~exclusive norights orto certain ~~nominal~~oral ~~operations;~~antiviral ~~and~~drugs ~~either:~~that target COVID-19.

·Pursuant noto orthe ~~nominal~~Transaction Agreement, ~~assets;~~the Company ·also ~~assets~~agreed ~~consisting~~to ofpermit ~~cash~~AiPharma ~~and~~Global ~~cash~~to ~~equivalents;~~borrow oran ·additional ~~assets~~principal ~~consisting~~amount of ~~any~~$8.5 ~~amount~~million of(the ~~cash~~“Additional Borrowings”) under the Credit Agreement. The Company and ~~cash~~AiPharma ~~equivalents~~Global agreed to amend the Credit Agreement and ~~nominal~~related ~~other~~documents as ~~assets~~promptly as practicable and to extend the maturity date under the Credit Agreement to November 30, 2021.

The ~~Corporation~~Transaction Agreement contemplates two ~~has~~events. ~~completed~~ First, upon the ~~audit~~execution of ~~its~~the Definitive Agreement (the ~~financials~~“Initial Closing”), ~~filed~~AiPharma ~~for~~Global would aacquire ~~Tier~~19.99% 2of ~~Regulation~~the ACompany’s ~~offering,~~common ~~acquired~~stock aas ~~majority~~of ~~interest~~September in30, ~~Fourth~~2021, &subject ~~One,~~to ~~LLC~~the afiling ~~major~~of ~~rights~~the Company’s Quarterly ~~holder~~Report inon ~~Kinsley~~Form ~~Mountain~~10-Q (athe ~~mining~~“Initial Shares”), in exchange for 10% of the issued and ~~mineral~~outstanding ~~rights~~equity ~~property)~~interests of AiPharma Subsidiary. In addition, ~~acquired~~the ~~Bear~~Company ~~Village~~would ~~Inc~~forgive (aall ~~developer~~amounts ofthen ~~family-oriented~~outstanding ~~resorts) and~~under ~~entered~~the ~~into~~Credit Agreement, aas ~~marketing~~amended. ~~agreement~~Following the ~~with~~execution of the Definitive Agreement, ~~Las~~the ~~Vegas~~Company ~~Aces~~has ~~Women~~also ~~Basketball~~agreed ~~team~~to take all necessary action to ~~promote~~cause ~~its~~two ~~property~~individuals designated ~~development~~by AiPharma Global to be appointed to the board of directors of the Company.

The ~~Company~~Transaction Agreement may be terminated: (i) by the mutual agreement of the parties, (ii) by either party if the Definitive Agreement has not ~~incurred~~been executed by November 30, 2021, (iii) by either party if there has been a material breach ~~operating~~or ~~expenses~~any material failure to perform any covenant or agreement and such breach or failure has not been cured or is incapable of being cured, (iv) by the Company if the Company is not satisfied with ~~respect~~certain due diligence conditions, (v) by the board of directors of the Company if it received a proposal that it deems to be superior to the AiPharma ~~implementation~~Global proposal described in the Transaction Agreement, (vi) by AiPharma Global if the Company breaches certain covenants under the Transaction Agreement restricting issuances of ~~its~~securities ~~operations~~during the period from execution of the Transaction Agreement through the Initial Closing or termination of the Transaction Agreement, or (vii) if at any time prior to the Initial Closing or earlier termination of the Transaction Agreement, the Initial Shares and ~~business~~Secondary ~~plan~~Shares (defined below) represent less than 50.1% ~~Consolidated~~of ~~financials~~the ~~are~~issued ~~provided~~and ~~through~~outstanding shares of the Company. In the ~~EDGAR~~event ~~system~~that the Transaction Agreement is terminated pursuant to (i) or (ii), AiPharma Global is required to pay the Termination Fee to the Company by November 30, 2021. The Credit Agreement provides for a termination fee of $4 million (the “Termination Fee”) in the event that the Definitive Agreement is not entered into by November 30, 2021.In the event that the Transaction Agreement is terminated by the Company pursuant to (iii) or (iv), AiPharma Global is ~~also~~required ~~working~~to onpay the Termination Fee to the Company by November 30, 2021. In the event that the Transaction Agreement is terminated by AiPharma Global pursuant to (iii) or (vi), the Company is required to pay AiPharma Global a ~~Regulation~~termination Afee ~~public~~of ~~offering~~$4 million and AiPharma Global is not required to ~~obtain~~pay ~~financing~~the ~~for~~Termination ~~further~~Fee. ~~expansion~~In ~~into~~the event that the ~~market~~Transaction Agreement is terminated by AiPharma Global pursuant to (vii), the Company is not required to pay a termination fee and AiPharma Global is not required to pay the Termination Fee.

~~SIGNATURES~~The Secondary Closing (as defined below) is conditioned upon certain closing conditions, including but not limited to: (i) the approvals of the stockholders of the Company of all matters required for the Secondary Closing, and (ii) Nasdaq approval of the issuance of shares to AiPharma Global at the Secondary Closing and the continued listing of the Company’s common stock following the Secondary Closing (collectively, the “Closing Conditions”).

~~Pursuant~~The second event under the Transaction Agreement occurs toupon the ~~requirements~~satisfaction of all Closing Conditions (the ~~Securities~~“Secondary ~~Exchange~~Closing”), ~~Act~~the Company shall issue an additional number of shares ~~1934~~of the Company’s common stock, that yields 65.00% of the ~~Registrant~~Company’s ~~has~~outstanding ~~duly~~shares ~~caused~~of ~~this~~common ~~report~~stock as of September 30, 2021 (the “Secondary Shares”) to beAiPharma ~~signed~~Global onin ~~its~~exchange ~~behalf~~for byall ~~the undersigned~~remaining ~~hereunto~~equity ~~duly~~interests ~~authorized~~of AiPharma Subsidiary.

~~Thunder~~The ~~Energies~~foregoing ~~Corporation~~description ~~By:~~of /the Transaction Agreement is qualified in its entirety to the complete text of the Transaction Agreement, a copy of which will be filed as an exhibit to the Company’s/ ~~Ricardo~~Quarterly ~~Haynes~~Report ~~Chief~~on ~~Executive~~Form ~~Officer~~10-Q for the quarter ended September 30, 2021, and is intended to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company, AiPharma Global or AiPharma Subsidiary. The Transaction Agreement contains representations and warranties that the parties to the Transaction Agreement made to, and solely for the benefit of, each other. The assertions embodied in those representations and warranties are subject, in some cases, to specified exceptions, qualifications, limitations and supplemental information, including knowledge qualifiers and contractual standards of materiality, such as materiality qualifiers and the occurrence of a material adverse effect, that are different from those generally applicable under federal securities law, as well as detailed information set forth in disclosure letter provided by us in connection with signing the Transaction Agreement. In addition, some representations and warranties may have been included in the Transaction Agreement for the purpose of allocating risk between the Company, AiPharma Global and AiPharma rather than to establish matters as facts. The Transaction Agreement is described in this Current Report on Form 8-K only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding the Company or its business. Accordingly, you should not rely on the representations and warranties as characterizations of the actual state of facts, since (i) they were made only as of the date of the Transaction Agreement or a prior, specified date, (ii) in some cases they are subject to knowledge, materiality and material adverse effect qualifiers, and (iii) they are modified in important part by detailed information included in the disclosure letter. Finally, information concerning the subject matter of the representations and warranties may have changed since the date of the Transaction Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

~~Date: June 29,~~Additional ~~2023~~Information and Where to Find It

If the Definitive Agreement is entered into, it is contemplated by the Transaction Agreement that, a Proxy Statement / Registration Statement on Form S-4 (the “Registration Statement”) will be filed with the Securities and Exchange Commission (the “SEC”), which will include preliminary and definitive proxy statements to be distributed to Aditxt’s shareholders in connection with Aditxt’s solicitation for proxies for the vote by Aditxt’s shareholders in connection with the proposed transaction and other matters specified in the Proxy Statement / Registration Statement, as well as the prospectus relating to the offer of securities to be issued to AiPharma Global’s shareholders in connection with the completion of the proposed transaction. After the Proxy Statement / Registration Statement has been filed and declared effective, Aditxt will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the proposed business combination. WE URGE INVESTORS TO READ THESE MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE DEFINITIVE AGREEMENT. Investors will be able to obtain free copies of these materials on the SEC’s website at http://www.sec.gov. Free copies of the Company’s SEC filings are also available from Aditxt, Inc., 737 N. Fifth Street, Suite 200, Richmond, VA 23219, Attn: Amro Albanna, Chief Executive Officer.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Participants in the Solicitation

The Company and its executive officers, directors, other members of management, employees and AiPharma Global may be deemed, under SEC rules, to be participants in the solicitation of proxies from the Company’s shareholders with respect to the proposed transaction. Information regarding the executive officers and directors of the Company is set forth in its definitive proxy statement for its 2021 annual meeting filed with the SEC on April 5, 2021. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by securities holdings or otherwise, will be set forth in the Proxy Statement / Registration Statement on Form S-4 and other materials to be filed with the SEC in connection with the Definitive Agreement.

Item 8.01. Other Events.

On October 5, 2021, the Company issued a press release announcing the signing of the Transaction Agreement. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release, dated October 5, 2021

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.

	Thunder Energies Corporation

	By:	/s/ Corinne Pankovcin
		Corinne Pankovcin
		President

Date: October 24, 2023

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