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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):
March 5, 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 3.03 Material Modification to Rights of
Security Holders.
To the extent required by Item 3.03 of Form 8-K,
the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year
As previously reported in a Current Report on
Form 8-K filed by Aditxt, Inc. (the “Company”), on February 13, 2026, the Company reconvened its special meeting of
stockholders (the “Special Meeting”). At the Special Meeting, the stockholders approved a proposal to amend the Company’s
certificate of incorporation to effect a reverse split of the Company’s outstanding shares of common stock, par value $0.001 at
a specific ratio within a range of one-for five (1:for:5) to a maximum of one-for-two hundred fifty (1:for:250), with the exact ratio
to be determined by the Company’s board of directors (the “Board”) in its sole discretion.
Following the Special Meeting, the Board approved
a one-for-eight (1-for-8) reverse split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock
Split”). On March 5, 2026, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment
to its certificate of incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split. The Reverse
Stock Split will become effective as of 4:01 p.m. Eastern Time on March 6, 2026, and the Company’s common stock will begin trading
on a split-adjusted basis when the Nasdaq Stock Market opens on March 9, 2026. The Reverse Stock Split is primarily
intended to bring the Company into compliance with Nasdaq’s minimum bid price requirement.
When the Reverse Stock Split becomes effective,
every eight (8) shares of the Company’s issued and outstanding common stock will be automatically combined, converted and changed
into 1 share the Company’s common stock, without any change in the number of authorized shares or the par value per share. In addition,
a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding
stock options, restricted stock units and warrants to purchase shares of common stock and the number of shares reserved for issuance pursuant
to the Company’s equity incentive compensation plans. Any fraction of a share of common stock created as a result of the Reverse
Stock Split will be rounded up to the next whole share. Holders of the Company’s common stock held in book-entry form or through a bank,
broker or other nominee do not need to take any action in connection with the Reverse Stock Split. Stockholders of record will be receiving
information from the Company’s transfer agent regarding their common stock ownership post- Reverse Stock Split.
The Company’s common stock will continue
to trade on the Nasdaq Stock Market LLC under the existing symbol “ADTX”, but the security has been assigned a new CUSIP number
(007025877).
The foregoing description of the Certificate of
Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment,
which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 7.01 Regulation
FD Disclosure
On March 5, 2026, the
Company issued a press release announcing the Reverse Stock Split. A copy of the press release is
furnished to this Current Report on Form 8-K as Exhibit 99.1.
The information in this
Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K is furnished and shall not be deemed to be “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section. The information in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be incorporated by reference
into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current
Report, regardless of any general incorporation language in any such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. |
|
Exhibit |
| 3.1 |
|
Certificate of Amendment to Certificate of Incorporation of Aditxt, Inc. |
| 99.1 |
|
Press release dated March 5, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the XBRL document) |
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: March 5, 2026
| |
Aditxt, Inc. |
| |
|
|
| |
By: |
/s/ Amro Albanna |
| |
Name: |
Amro Albanna |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Aditxt, Inc. (NASDAQ:
ADTX) Announces 1-for-8 Reverse Stock Split Effective at the Open of Trading on March 9, 2026
Mountain View, Ca. (March 5, 2026) –Aditxt,
Inc. (Nasdaq: ADTX) (“Aditxt” or the “Company”), a social innovation platform
accelerating promising health innovations, announced today that it will effect a 1-for-8 reverse split of its common stock. Commencing
with the opening of trading on the Nasdaq Capital Market on March 9, 2026, the Company’s common stock will trade on a post-split
basis under the same symbol ADTX. The reverse stock split was approved by the Company’s stockholders at the reconvened special meeting
held on February 13, 2026, with the final ratio determined by the Company’s board of directors.
As a result
of the reverse stock split, the CUSIP number for the Company’s common stock will now be 007025877. As a result of the reverse stock
split, every 8 shares of issued and outstanding common stock will be exchanged for 1 share of common stock, with any fractional shares
being rounded up to the next higher whole share. Immediately after the reverse stock split becomes effective, the Company will have approximately
517,856 shares of common stock issued and outstanding.
Adjustments
will also be made to the Company’s outstanding warrants and stock options. The number of shares into which these securities are convertible
or exercisable will be adjusted in line with the reverse split, as will the exercise prices of these securities.
The
reverse stock split is primarily intended to bring the Company into compliance with Nasdaq’s minimum bid price requirement.
Additional
information concerning the reverse stock split can be found in Aditxt’s definitive proxy statement filed with the Securities
and Exchange Commission on December 16, 2025.
About Aditxt
Aditxt, Inc.® is a social innovation platform
accelerating promising health innovations. Aditxt’s ecosystem of research institutions, industry partners, and shareholders collaboratively
drives their mission to “Make Promising Innovations Possible Together.” The innovation platform is the cornerstone of Aditxt’s
strategy, where multiple disciplines drive disruptive growth and address significant societal challenges. Aditxt operates a unique model
that democratizes innovation, ensures every stakeholder’s voice is heard and valued, and empowers collective progress.
Forward-Looking Statements
Certain statements in this press release constitute
“forward-looking statements” within the meaning of federal securities laws. Forward-looking statements include statements regarding
the Company’s intentions, beliefs, projections, outlook, analyses, or current expectations concerning, among other things, the expected
effects of the reverse stock split, the Company’s ability to regain and maintain compliance with Nasdaq’s minimum bid price
requirement and other continued listing standards, the timing of any actions by Nasdaq, and the Company’s expectations, plans and
prospects. Forward-looking statements are not guarantees of future performance, and actual results may differ materially from those indicated
by these forward-looking statements as a result of various important factors, as well as market and other conditions and those risks more
fully discussed in the section titled “Risk Factors” in Aditxt’s most recent Annual Report on Form 10-K, as well as discussions
of potential risks, uncertainties, and other important factors in the Company’s other filings with the Securities and Exchange Commission.
All such statements speak only as of the date made, and the Company undertakes no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise, except as required by law.
Contacts:
Aditxt, Inc.
Investor Relations
ir@aditxt.com
