Aditxt (NASDAQ: ADTX) loses board chair and top legal officer

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Aditxt, Inc. reported the immediate resignations of two key leaders. On June 2, 2026, Christopher J. Porcelli resigned as General Counsel, Chief People Officer and Corporate Secretary, and the Board accepted his resignation the same day. Also on June 2, 2026, Brian Brady resigned as non-executive Chairman of the Board and as a director, effective immediately. The company states that Mr. Brady’s resignation was not due to any disagreement regarding operations, policies, or practices, although he had been chair of the Audit Committee and a member of both the Compensation and Nominating and Corporate Governance Committees.

Positive

None.

Negative

Concentrated leadership turnover: Same-day resignations of the General Counsel/Chief People Officer/Corporate Secretary and the non-executive Chairman, who also chaired the Audit Committee and sat on key board committees, create a near-term governance and oversight gap until successors are in place.

Insights

Multiple senior resignations tighten governance bandwidth at Aditxt.

The company reports same-day resignations of its General Counsel/Chief People Officer/Corporate Secretary and its non-executive Board Chairman. The departing chair also led the Audit Committee and served on the Compensation and Nominating and Corporate Governance Committees, concentrating several oversight roles in one seat.

Such turnover can strain board and management capacity until replacements are appointed, particularly around audit oversight and governance processes. The filing notes that Brian Brady’s resignation was not due to any disagreement over operations, policies, or practices, but longer-term impact will depend on how quickly and effectively these key positions are refilled.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Terms

non-executive Chairman of the Board, Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, +1 more

5 terms

non-executive Chairman of the Board financial

"Brian Brady resigned as non-executive Chairman of the Board as well as a member of the Board"

Audit Committee financial

"Mr. Brady served as Chair of the Company’s Audit Committee"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Compensation Committee financial

"and was a member of the Company’s Compensation Committee"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

Nominating and Corporate Governance Committee financial

"and the Company’s Nominating and Corporate Governance Committee."

A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

06/05/2026 - 04:30 PM

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 2, 2026

ADITXT, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-39336		82-3204328
(Commission File Number)		(I.R.S. Employer Identification No.)

2569 Wyandotte Street, Suite 101

Mountain View, California 94043

(Address of principal executive offices, including zip code)

(650) 870-1200

(Registrant’s telephone number, including area code)

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 per share		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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of General Counsel, Chief People Officer and Corporate Secretary – Christopher J. Porcelli

On June 2, 2026, Christopher J. Porcelli notified the Company of his decision to resign as General Counsel, Chief People Officer and Corporate Secretary of Aditxt, Inc. (the “Company”) effective immediately. On June 2, 2026, the Board accepted Mr. Porcelli’s resignation as General Counsel, Chief People Officer and Corporate Secretary, effective as of such date.

Resignation of Director – Brian Brady

On June 2, 2026, Brian Brady resigned as non-executive Chairman of the Board as well as a member of the Board, effective immediately. Mr. Brady’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. Mr. Brady served as Chair of the Company’s Audit Committee and was a member of the Company’s Compensation Committee and the Company’s Nominating and Corporate Governance Committee.

 -1-

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

104		Cover Page Interactive Data File (embedded within the XBRL document)

 -2-

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 5, 2026

By:	/s/ Jeffrey M. Busch
Name:	Jeffrey M. Busch
Title:	Chief Executive Officer

 -3-

Source: View Original Filing on SEC EDGAR

FAQ

What leadership changes did Aditxt (ADTX) disclose in this 8-K?

Aditxt disclosed two immediate resignations on June 2, 2026: Christopher J. Porcelli resigned as General Counsel, Chief People Officer and Corporate Secretary, and Brian Brady resigned as non-executive Chairman of the Board and as a director. Both departures take effect immediately, tightening leadership capacity.

Why did Aditxt director Brian Brady resign from the board and as Chairman?

The company states that Brian Brady’s resignation as non-executive Chairman and director was not due to any disagreement with Aditxt regarding its operations, policies, or practices. The filing does not provide additional reasons, focusing instead on clarifying that no dispute triggered his departure.

What roles did Brian Brady hold on Aditxt board committees before resigning?

Before resigning, Brian Brady served as Chair of Aditxt’s Audit Committee and was a member of the Compensation Committee and the Nominating and Corporate Governance Committee. His exit therefore affects several oversight functions, including financial reporting, executive pay, and board nomination processes.

Which executive officer resigned from Aditxt on June 2, 2026?

On June 2, 2026, Christopher J. Porcelli notified Aditxt of his decision to resign, effective immediately, as General Counsel, Chief People Officer and Corporate Secretary. The Board accepted his resignation the same day, leaving three key executive functions to be reassigned or refilled.

Does Aditxt link Brian Brady’s resignation to any dispute with the company?

Aditxt explicitly states that Brian Brady’s resignation was not the result of any disagreement with the company on matters related to operations, policies, or practices. This language is intended to signal that his departure is not tied to a reported governance or operational conflict.

Filing Exhibits & Attachments

3 documents