Aditxt Launches New Marketing Push with 600K Share Warrant Deal

Rhea-AI Filing Summary

Aditxt has reported several significant financial transactions in this 8-K filing. Two senior executives provided short-term loans to the company: CEO Amro Albanna ($90,000) and CIO Shahrokh Shabahang ($100,000). These unsecured promissory notes carry a 7.5% interest rate and are due by July 20, 2025.

Additionally, the company issued a warrant to an unnamed consultant as part of a new marketing services agreement. Key warrant terms include:

• Right to purchase up to 600,000 shares of common stock
• Exercise price of $2.00 per share
• Two-year term
• Ownership limitation of 4.99% (or 9.99% at holder's election)

Both the promissory notes and warrant were issued under Section 4(a)(2) Securities Act exemption. The company, listed on Nasdaq as ADTX, is classified as an emerging growth company. These transactions suggest potential cash flow challenges and efforts to enhance investor relations.

Positive

• CEO and CIO demonstrate confidence by providing bridge financing of $190,000 total through personal loans to the company

Negative

• Company requires short-term emergency financing from executives, indicating potential liquidity issues
• Short 30-day repayment term (due July 20, 2025) suggests urgent cash needs
• Company issued warrants for 600,000 shares at $2.00/share to a consultant for marketing services, indicating potential dilution and cash conservation measures

Insights

Corporate Finance Specialist

Executives provided short-term loans totaling $190K due in 30 days, suggesting potential liquidity challenges.

This filing reveals a notable short-term financing arrangement where Aditxt's CEO and Chief Innovation Officer personally loaned the company $90,000 and $100,000 respectively. These unsecured promissory notes carry a 7.5% interest rate and mature in just 30 days (July 20, 2025). The extremely compressed repayment timeline is particularly significant, as corporate debt typically carries much longer maturities. When executives provide personal loans with such short durations, it often indicates immediate cash needs that couldn't be addressed through traditional financing channels.

Simultaneously, Aditxt issued warrants to a consultant to purchase up to 600,000 shares at $2.00 per share and entered into a marketing services agreement for investor relations activities. The convergence of these three events - executive loans, warrant issuance, and engagement of investor marketing services - represents a coordinated financing and investor relations strategy. The warrant issuance is potentially dilutive to existing shareholders, while the marketing services agreement suggests an increased focus on investor communications.

The structure and timing of these transactions warrant attention from investors, as short-term executive financing is an uncommon funding mechanism for public companies and typically indicates limited access to more conventional capital sources.

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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): June 20, 2025

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 (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:

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 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 1.01 Entry Into a Material Definitive Agreement

On June 20, 2025, Amro Albanna, the Chief Executive Officer of Aditxt, Inc. (the “Company”) and Shahrokh Shabahang, the Chief Innovation Officer of the Company loaned $90,000 and $100,000, respectively, to the Company. The loans were each evidenced by an unsecured promissory note (the “Note”), each of which will accrue interest at the Prime rate of seven and one-half percent (7.5%) per annum and is due on the earlier of July 20, 2025 or an Event of Default (as defined in the Note).

The foregoing description of the Note is qualified in its entirety by reference to the text of the Note, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in “Item 1.01 Entry into a Material Definitive Agreement” relating to the issuance of the Notes is incorporated by reference herein in its entirety.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in “Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant” relating to the issuance of the Notes is incorporated by reference herein in its entirety. The Company issued the Notes in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act.

In connection with the Services Agreement (defined below), the Company issued a warrant (the “Warrant”) to a Consultant to purchase up to 600,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at an exercise price of $2.00 per share for a term of two years. A holder of the Warrant (together with its affiliates) may not exercise any portion of the Warrant to the extent that the holder would own more than 4.99% (or, at the election of the holder 9.99%) of the Company’s outstanding Common Stock immediately after exercise. The Company issued the Warrant in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act.

The foregoing description of the Warrant is qualified in its entirety by reference to the text of the Warrant, a copy of which is filed as Exhibit 4.1 hereto and incorporated by reference herein.

Item 8.01 Other Events.

On June 24, 2025, the Company entered into a marketing services agreement (the “Services Agreement”) with a consultant (the “Consultant”), pursuant to which the Consultant agreed to provide certain investor marketing services to the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Exhibit
4.1		Form of Warrant
10.1		Form of Unsecured Promissory Note dated June 20, 2025
104		Cover Page Interactive Data File (embedded within the XBRL document)

1

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.

	ADITXT, INC.
Date: June 25, 2025	By:	/s/ Amro Albanna
		Amro Albanna
		Chief Executive Officer

2

FAQ

How much did ADTX executives loan to the company in June 2025?

Two ADTX executives provided loans to the company on June 20, 2025: CEO Amro Albanna loaned $90,000 and Chief Innovation Officer Shahrokh Shabahang loaned $100,000, for a total of $190,000. These loans were evidenced by unsecured promissory notes.

What are the terms of ADTX's June 2025 promissory notes?

The promissory notes issued by ADTX will accrue interest at the Prime rate of 7.5% per annum and are due on the earlier of July 20, 2025 or an Event of Default. The notes are unsecured.

What warrants did ADTX issue in June 2025?

ADTX issued a warrant to a consultant to purchase up to 600,000 shares of common stock at an exercise price of $2.00 per share with a two-year term. The warrant includes ownership limitations preventing holders from exercising if it would result in owning more than 4.99% (or optionally 9.99%) of outstanding common stock.

Why did ADTX file an 8-K on June 28, 2025?

ADTX filed this 8-K to report several material events: 1) Executive loans totaling $190,000, 2) Issuance of warrants to purchase 600,000 shares to a consultant, and 3) Entry into a marketing services agreement with a consultant for investor marketing services on June 24, 2025.