Aditxt Inc SEC Filings

Aditxt, Inc. reporting person Christopher J. Porcelli filed an initial Form 3 disclosing his relationship to the company as General Counsel, CPO & CS. The event date noted is 09/30/2025 and the filing is signed on 10/03/2025. The Form 3 shows 0 shares of Common Stock beneficially owned and lists no derivative securities. No indirect ownership or additional holdings are reported on this form.

Aditxt, Inc. (ADTX) Form 3 filed by Hermina Sylvia reports an initial statement of beneficial ownership for a director. The filing states the report date for the triggering event as 10/23/2024 and indicates the reporting person is a Director of Aditxt. The Form 3 explicitly states: No securities are beneficially owned by the reporting person at the time of filing. The form is signed by Sylvia Hermina on 09/29/2025.

Aditxt, Inc. issued senior unsecured notes totaling an aggregate original principal amount of $212,500 for a purchase price of $170,000, producing an original issue discount of $42,500. The Notes pay interest at 10% per annum and mature on September 30, 2025. The Notes include standard events of default.

The company agreed that 100% of gross proceeds from any future at-the-market offering, equity line or similar sales of common stock received on or after the note date must be used to repay the Notes. After the Maturity Date and until the Notes are satisfied, the company is prohibited from taking certain actions, including incurring additional indebtedness, redeeming capital stock, or declaring or paying dividends.

Aditxt, Inc. reported amendments to its merger agreement with Evofem Biosciences and outlined a series of parent equity investments tied to that transaction. The company agreed to purchase incremental shares of Evofem's Series F-1 Preferred Stock in staged investments: $500,000 on or before July 12, 2024, $500,000 on August 9, 2024, a later-scheduled Third investment that was amended several times and ultimately adjusted to $720,000 with an October 2, 2024 target, and a Fourth investment increased to $2.28 million with later deadlines moved into late 2024 and 2025. Multiple amendments also extended the merger End Date to September 30, 2025, and the parties agreed Evofem will use commercially reasonable efforts to hold the Company Shareholders Meeting no later than September 26, 2025. The Company additionally agreed to invest $1,500,000 in Evofem no later than April 7, 2025 in exchange for additional F-1 Preferred Stock and/or, at the Company's option, senior subordinated notes.

Aditxt announced that its CEO presented at the Wall Street Reporter Next Super Stock livestream and the company furnished a transcript as Exhibit 99.1. The filing makes the transcript available to investors and notes an archived audio recording will be accessible for 30 days on the company’s Investor Relations website. The filing includes a caution that the transcript may contain errors and that the presentation contains forward-looking statements.

The forward-looking disclosures explicitly reference the proposed initial public offering of Pearsanta and Aditxt’s planned acquisition of Evofem as matters subject to risk, and the company warns that actual results may differ materially from those statements.

Aditxt, Inc. (ADTX) is soliciting proxies for its 2025 annual meeting to be held virtually on September 16, 2025 at 12:00 PM ET. Stockholders of record as of August 8, 2025 (4,956,555 shares outstanding) may vote on four items: election of five directors, ratification of dbb mckennon as independent registered public accounting firm for fiscal 2025, authorization to grant the board discretionary authority to implement a reverse stock split at a ratio between 1-for-5 and 1-for-250 to be effective within one year if approved, and authorization to adjourn the meeting if needed.

The board proposes five nominees (Amro Albanna, Shahrokh Shabahang, Brian Brady, Charles Nelson, and Sylvia Hermina) and discloses board composition changes as two directors (Jeffrey Runge and Saundra Pelletier) are not standing for re-election, reducing the board from seven to five. Executive officer pay tables list 2024 base salaries including the CEO at $500,000 and other named officers. The proxy explains voting procedures, quorum (1,652,185 shares), broker voting rules, committee compositions, and director independence assessments consistent with Nasdaq standards.

Aditxt, Inc. (ADTX) disclosed two board members, Dr. Jeffrey Runge and Saundra Pelletier, will not stand for reelection at the 2025 Annual Meeting but will continue to serve until their terms expire. The company stated these decisions were not due to any disagreements with the company on operations, policies or practices.

The Board set the 2025 Annual Meeting for September 16, 2025 to be held virtually, with a record date of August 8, 2025. Because the meeting date changed by more than 30 days from last year, the prior proxy-statement nomination deadline no longer applies; the company established a submission deadline of August 18, 2025 for Rule 14a-8 proposals and for director nominations.

The filing also notes governance changes: the Board will be reduced from seven to five members after the meeting, and the company reiterated that Ms. Pelletier is expected to be appointed to the Board and as President of Adifem following the closing of the previously disclosed merger with Evofem per the Amended and Restated Merger Agreement dated July 12, 2024. The report includes a cautionary note that the proposed transaction may not be completed and lists related risks.