Aditxt Inc SEC Filings

Aditxt, Inc. (ADTX) reported very limited revenue and heavy losses in its latest quarter. For the nine months ended September 30, 2025, sales were only $2,770, while the company recorded a net loss of $37,555,792 and used $16,442,686 of cash in operating activities.

Cash on hand was just $163,041, against total liabilities of $20,658,817, resulting in a stockholders’ equity deficit of $8,859,178. Management states there is substantial doubt about Aditxt’s ability to continue as a going concern and notes constraints on raising capital under the Form S-3 “baby shelf” limitation.

A major driver of the loss was a $23,001,919 impairment on its Evofem F-1 Preferred Stock investment, reducing the Evofem-related balance to $7,051,933. The company also faces high-cost debt, lease payment arrears, multiple recent reverse stock splits, and warns that a potential Nasdaq delisting could further hurt liquidity, valuation, and access to financing.

Aditxt, Inc. (ADTX) submitted a Form 12b-25 to notify that its Form 10-Q for the quarter ended September 30, 2025 will be filed late. The company states that the compilation, dissemination and review of the information required for the quarterly report created time constraints that made a timely filing impracticable without undue hardship and expense. Aditxt states that it undertakes the responsibility to file the Form 10-Q no later than 5 days after its original due date under the Rule 12b-25 extension framework.

Aditxt, Inc. (ADTX) approved a 1-for-113 reverse stock split of its issued and outstanding common stock. The split becomes effective at 4:01 p.m. Eastern Time on October 31, 2025, and shares will begin trading on a split-adjusted basis on November 3, 2025. The stated purpose is to bring the company into compliance with Nasdaq’s minimum bid price requirement.

The reverse split does not change the number of authorized shares or the $0.001 par value. Exercise prices and share amounts for outstanding options, restricted stock units, warrants, and plan reserves will be adjusted proportionately, and any fractional shares will be rounded up to the next whole share. The stock will continue trading under the ticker ADTX, and has been assigned a new CUSIP number 007025885.

Aditxt, Inc. reported that Evofem Biosciences terminated the parties’ Amended and Restated Agreement and Plan of Merger, effective immediately. Evofem cited Section 8.1(b)(ii) (the end date having passed) and Section 8.1(b)(iv) (failure to obtain shareholder approval at the October 20, 2025 special meeting) as the bases for termination.

The company stated that no termination fee or other early-termination penalty is payable by Aditxt in connection with a termination under those sections. Certain provisions survive, including the parties’ Non‑Disclosure Agreement dated October 23, 2023. Aditxt is reviewing the notice and evaluating its rights and remedies under the Merger Agreement and applicable law.

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.