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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): May 1, 2026
Aditxt,
Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-39336 |
|
82-3204328 |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
| of incorporation) |
|
|
|
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 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 5.07 Submission of Matters to a Vote of Security Holders.
On May 1, 2026, Aditxt, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”)
in a virtual-only format. An aggregate of 294,398 shares of the Company’s common stock, representing 34.17% of the shares outstanding
and entitled to vote as of March 26, 2026, the record date for the Annual Meeting, were represented virtually or by valid proxies at the
Annual Meeting, constituting a quorum.
Set forth below is a brief description of the matters voted upon at the Annual Meeting and the voting results with respect to such matters.
1. The vote to elect five (5) members to the Company’s board of directors, each to serve until the 2027 annual meeting of stockholders
and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal, was as follows:
| Nominee | |
For | | |
Withheld | | |
Broker Non-Votes |
| Amro Albanna | |
| 122,066 | | |
| 28,335 | | |
| 143,997 |
| Shahrokh Shabahang, D.D.S., MS, Ph.D. | |
| 122,283 | | |
| 28,118 | | |
| 143,997 |
| Brian Brady | |
| 117,484 | | |
| 32,917 | | |
| 143,997 |
| Charles Nelson | |
| 127,329 | | |
| 23,072 | | |
| 143,997 |
| Sylvia Hermina | |
| 123,844 | | |
| 26,557 | | |
| 143,997 |
2. The vote to ratify the appointment of dbbmckennon as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2026, was as follows:
| For | |
Against | | |
Abstain | | |
Broker Non-Votes |
| 264,043 | |
| 18,229 | | |
| 12,126 | | |
| 0 |
3. The vote to approve, on an advisory (non-binding) basis, the compensation
of the Company’s named executive officers, was as follows:
| For | |
Against | | |
Abstain | | |
Broker Non-Votes |
| 117,998 | |
| 26,096 | | |
| 6,307 | | |
| 143,997 |
4. The vote to approve, on an advisory (non-binding) basis, the frequency
of future advisory votes on named executive officer compensation, was as follows:
| One Year |
| Two Years |
| Three Years |
|
Abstain | |
Broker Non-Votes |
| 86,436 |
| | 7,450 |
| | 46,135 |
|
| 10,380 | |
| 143,997 |
After considering the voting results and other factors it deemed relevant,
the Board of Directors has determined that the Company will hold future advisory votes on executive compensation every three years until
the next required advisory vote on the frequency of future advisory votes on executive compensation.
5. The vote to grant discretionary authority to the Company’s
board of directors to (i) amend the Company’s certificate of incorporation to combine outstanding shares of the Company’s
common stock into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range of
one-for-two (1:2) to a maximum of a one-for-two hundred fifty (1:250) split, with the exact ratio to be determined by the Company’s
board of directors in its sole discretion; and (ii) effect the reverse stock split, if at all, within one year of the date the proposal
is approved by stockholders, was as follows:
| For | |
Against | | |
Abstain | | |
Broker Non-Votes |
| 205,568 | |
| 84,351 | | |
| 4,479 | | |
| 0 |
6. The vote to authorize the adjournment of the Annual Meeting if necessary
or appropriate, including to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting
or any adjournment or postponement thereof to approve any of the foregoing proposals, was as follows:
| For | |
Against | | |
Abstain | | |
Broker Non-Votes |
| 218,773 | |
| 73,120 | | |
| 2,505 | | |
| 0 |
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: May 1, 2026
| |
Aditxt, Inc. |
| |
|
|
| |
By: |
/s/ Amro Albanna |
| |
Name: |
Amro Albanna |
| |
Title: |
Chief Executive Officer |
