Nasdaq grants Aditxt (NASDAQ: ADTX) more time to meet equity rule

Rhea-AI Filing Summary

Aditxt, Inc. reported that Nasdaq has granted extra time to regain compliance with Nasdaq Listing Rule 5550(b), which requires minimum stockholders’ equity of $2,500,000, a market value of listed securities of $35,000,000, or net income of $500,000 in certain periods.

The extension depends on Aditxt completing financing transactions and, on or before May 15, 2026, filing a public report with the SEC and Nasdaq explaining how it believes it satisfies the stockholders’ equity requirement, potentially including a recent pro forma balance sheet.

If Aditxt does not show compliance with the rule when it files its periodic report for the period ending June 30, 2026, its shares may be delisted from Nasdaq, although the company would be able to appeal any delisting determination to a Nasdaq Hearings Panel. The company cautions there is no assurance it will regain or maintain compliance.

Positive

• None.

Negative

• Heightened Nasdaq listing risk: Aditxt remains noncompliant with Nasdaq Listing Rule 5550(b) and, if it fails to demonstrate compliance by the report for the period ending June 30, 2026, its shares may be subject to delisting despite the ability to appeal.

Insights

Equity Capital Markets Analyst

Nasdaq granted Aditxt time to fix listing deficiency, but delisting risk remains significant.

Aditxt received a Nasdaq extension tied to Listing Rule 5550(b), which requires minimum stockholders’ equity of $2,500,000, a market value of listed securities of $35,000,000, or specified net income. The extension hinges on completing financing transactions and demonstrating improved stockholders’ equity.

By May 15, 2026, Aditxt must file a public report describing the prior deficiency and the transaction or event it believes restored compliance, possibly including a balance sheet with pro forma adjustments no older than 60 days. This shifts focus onto successful capital-raising or balance-sheet actions.

If Aditxt cannot evidence compliance when it files its periodic report for the period ending June 30, 2026, its securities may face Nasdaq delisting, though it could appeal to a Nasdaq Hearings Panel. The company explicitly notes there is no assurance of regaining or maintaining compliance, underscoring elevated listing-risk concerns.

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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): January 27, 2026

Aditxt, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-39336		82-3204328
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2569 Wyandotte Street, Suite 101, Mountain View, CA		94043
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (650) 870-1200

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:

☐	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(s)		Name of each exchange on which registered
Common Stock, par value $0.001		ADTX		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 8.01 Other Events

On January 27, 2026, Aditxt, Inc. (the “Company”) received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based on Nasdaq’s review of the Company’s plan submitted on January 15, 2026, Nasdaq has granted the Company an extension to regain compliance with Nasdaq Listing Rule 5550(b) (the “Rule”). The Rule requires a company to maintain a minimum of $2,500,000 in stockholders’ equity, a market value of listed securities of at least $35,000,000, or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years.

Nasdaq’s extension is conditioned on the Company completing financing transactions and, on or before May 15, 2026, furnishing to the Securities and Exchange Commission and Nasdaq a publicly available report that includes certain disclosures regarding the deficiency and the transaction or event the Company believes enabled it to satisfy the stockholders’ equity requirement for continued listing. Nasdaq’s letter also provides that the Company may be required to include, as applicable, a balance sheet no older than 60 days with pro forma adjustments evidencing compliance.

Nasdaq further stated that if the Company fails to evidence compliance with the Rule upon filing its periodic report for the period ending June 30, 2026, the Company may be subject to delisting. In such event, Nasdaq rules permit the Company to appeal any delisting determination to a Nasdaq Hearings Panel.

There can be no assurance that the Company will be able to regain compliance with the Rule, or maintain compliance thereafter, or that Nasdaq will continue to grant the Company additional time to regain compliance.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s ability to complete financing transactions, regain compliance with the Rule, and maintain its Nasdaq listing. Words such as “believe,” “expect,” “intend,” “plan,” “may,” “will,” “estimate,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including market conditions and other factors described in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements, except as required by law.

 -1-

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 28, 2026

	Aditxt, Inc.
	By:	/s/ Amro Albanna
	Name:	Amro Albanna
	Title:	Chief Executive Officer

-2-

FAQ

What Nasdaq issue does Aditxt (ADTX) disclose in this 8-K?

Aditxt reports it is not in compliance with Nasdaq Listing Rule 5550(b), which requires minimum stockholders’ equity, market value of listed securities, or net income thresholds. Nasdaq granted extra time for Aditxt to regain compliance under specific conditions and documentation requirements.

What conditions did Nasdaq set for Aditxt’s extension to regain compliance?

Nasdaq conditioned the extension on Aditxt completing financing transactions and filing a public report by May 15, 2026, describing the deficiency and the event it believes restores stockholders’ equity compliance, potentially including a recent pro forma balance sheet evidencing satisfaction of the rule.

What are the key financial thresholds in Nasdaq Listing Rule 5550(b) for Aditxt?

Nasdaq Listing Rule 5550(b) requires Aditxt to maintain stockholders’ equity of at least $2,500,000, a market value of listed securities of at least $35,000,000, or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the three most recent years.

What happens if Aditxt is still noncompliant with Rule 5550(b) after June 30, 2026?

If Aditxt fails to show compliance with Rule 5550(b) when it files its periodic report for the period ending June 30, 2026, Nasdaq states the company may be subject to delisting. Under Nasdaq rules, Aditxt could then appeal any delisting determination to a Nasdaq Hearings Panel.

By when must Aditxt file the special compliance report with Nasdaq and the SEC?

Aditxt must furnish a publicly available report to the SEC and Nasdaq on or before May 15, 2026. That report must describe the prior listing deficiency and explain the transaction or event Aditxt believes enabled it to meet Nasdaq’s stockholders’ equity requirement for continued listing.

Does Aditxt guarantee it will regain and maintain Nasdaq compliance?

Aditxt explicitly states there can be no assurance it will regain compliance with Nasdaq Listing Rule 5550(b), maintain compliance thereafter, or continue to receive additional time from Nasdaq. The company also notes forward-looking statements involve risks and uncertainties that could affect actual outcomes.