[8-K] Aditxt, Inc. Reports Material Event

Rhea-AI Filing Summary

Aditxt, Inc. issued senior unsecured notes totaling an aggregate original principal amount of $212,500 for a purchase price of $170,000, producing an original issue discount of $42,500. The Notes pay interest at 10% per annum and mature on September 30, 2025. The Notes include standard events of default.

The company agreed that 100% of gross proceeds from any future at-the-market offering, equity line or similar sales of common stock received on or after the note date must be used to repay the Notes. After the Maturity Date and until the Notes are satisfied, the company is prohibited from taking certain actions, including incurring additional indebtedness, redeeming capital stock, or declaring or paying dividends.

Positive

• Company obtained immediate liquidity of $170,000 via the note issuance to support near-term needs
• Terms are documented with a Form of Senior Unsecured Note, providing contractual clarity for investors and the company

Negative

• High original issue discount of $42,500 increases the effective financing cost beyond the stated interest rate
• Interest rate of 10% per annum represents a relatively expensive cost of capital
• Repayment required from 100% of future ATM/equity-line proceeds could force dilution if equity issuances are used to satisfy the Notes
• Post-maturity restrictions prohibit additional indebtedness, stock redemptions, and dividend payments until Notes are satisfied

Insights

Financial Analyst

TL;DR: Small cash infusion carries high effective cost and repayment tied to future equity raises, constraining capitalization strategy.

The company raised $170,000 in cash by issuing notes with an aggregate principal of $212,500, implying a $42,500 original issue discount. The stated interest rate is 10% per annum, and the maturity is September 30, 2025. Requiring that 100% of future ATM or equity-line proceeds be applied to note repayment links the debt service to share issuance activity, which may limit flexibility in capital planning and could accelerate dilution if equity financings occur to service obligations.

Corporate Governance Expert

TL;DR: Post-maturity covenants restrict corporate actions until notes are satisfied, limiting shareholder-return decisions.

The Notes contain standard events of default and impose post-maturity restrictions preventing the company from incurring additional indebtedness, redeeming capital stock, or declaring or paying dividends until obligations are settled. These constraints reduce management's maneuverability on capital allocation and could affect corporate governance choices regarding dividends and share repurchases while the Notes remain outstanding.

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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): September 12, 2025

ADITXT, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39336		85-3204328
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

2569 Wyandotte Street, Suite 101, Mountain View, CA 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		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 1.01 Entry Into a Material Definitive Agreement

On September 12, 2025, Aditxt, Inc. (the “Company”) issued and sold senior unsecured notes (each, a "Note") to accredited investors in the aggregate original principal amount of $212,500 for a purchase price of $170,000, reflecting an aggregate original issue discount of $42,500. The Notes bear interest at a rate of 10% per annum and have a maturity date of September 30, 2025 (the “Maturity Date”). So long as any amounts remain outstanding under the Notes, 100% of the gross proceeds received by the Company on or after the date hereof from sales of common stock of the Company pursuant to any at-the-market offering, equity-line or other similar transaction shall be used to repay the Notes. The Notes contains certain standard events of default, as defined in the Note. Following the Maturity Date and until all of the Notes have been satisfied, the Company shall be prohibited from taking certain actions, including but not limited to, incurring any additional indebtedness, redeeming any capital stock or declaring or paying any dividends.

The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Note, a copy of which is attached hereto as Exhibit 10.1.

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 Note 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 Note is incorporated by reference herein in its entirety. The Company issued the Note in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act.

Item 8.01 Other Events.

On September 16, 2025, the Company adjourned its 2025 annual meeting of stockholders (the “Annual Meeting”) until September 23, 2025 at 12:00 PM ET in order to allow for additional time for the Company’s stockholders to vote on the following proposals: (i) to elect five (5) members to the Company’s board of directors, (ii) to ratify the appointment of dbbmckennon as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, and (iii) grant discretionary authority to the Company’s board of directors to (i) amend the Company’s certificate of incorporation to combine the outstanding shares of its common stock into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range of one-for-five (1:5) 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 the Company’s stockholders. The adjourned Annual Meeting will be held in a virtual-only meeting format at www.virtualshareholdermeeting.com/ADTX2025

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Form of Senior Unsecured Note (Sept. 2025)
104		Cover Page Interactive Data File (embedded within the XBRL document)

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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: September 16, 2025

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

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FAQ

How much did Aditxt, Inc. (ADTX) raise from the note issuance?

The company received $170,000 in cash for Notes with an aggregate original principal amount of $212,500.

What interest rate and maturity apply to the Notes?

The Notes bear interest at 10% per annum and mature on September 30, 2025.

How will the Notes be repaid?

The Notes require that 100% of gross proceeds from any on-or-after-date sales of common stock via ATM offerings, equity lines, or similar transactions be used to repay the Notes.

Are there restrictions on the company while Notes remain outstanding?

Yes; following the Maturity Date and until Notes are satisfied, the company is prohibited from actions including incurring additional indebtedness, redeeming capital stock, and declaring or paying dividends.

Do the Notes include default provisions?

Yes; the Notes contain standard events of default as defined in the Note.