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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 17, 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
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously disclosed, on June 23, 2026, the Nasdaq Hearings Panel notified Aditxt, Inc. (the “Company”) that it had denied
the Company’s request to continue the listing of its common stock on The Nasdaq Stock Market LLC (“Nasdaq”) and that
trading in the Company’s common stock would be suspended effective at the open of trading on June 25, 2026. Trading in the Company’s
common stock on Nasdaq has been suspended since that time.
On
September 17, 2026, Nasdaq publicly announced that it will file a Form 25 with the Securities and Exchange Commission (the “SEC”)
to complete the delisting of the Company’s common stock from Nasdaq. The delisting will become effective ten days after the filing
of the Form 25. A copy of Nasdaq’s announcement is attached hereto as Exhibit 99.1.
The
Company’s common stock is currently quoted on the OTC Market.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibits |
|
Description |
| 99.1 |
|
Nasdaq announcement dated September 17, 2026 regarding the delisting of the Company’s common stock from Nasdaq |
| 104 |
|
Cover
Page Interactive Data File (Embedded within the Inline XBRL document) |
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:
September 23, 2026 |
|
| |
|
|
| By: |
/s/ Jeffrey
M. Busch |
|
| Name: |
Jeffrey
M. Busch |
|
| Title: |
Interim
Chief Executive Officer |
|
Exhibit 99.1
Delisting
of Securities of Aditxt, Inc. from The Nasdaq Stock Market
NEW
YORK, September 17, 2026— The Nasdaq Stock Market announced today that it will delist the common stock of Aditxt, Inc. Aditxt,
Inc.’s common stock was suspended on June 25, 2026 and has not traded on Nasdaq since that time. Nasdaq will file a Form 25 with
the Securities and Exchange Commission to complete the delisting. The delisting becomes effective ten days after the Form 25 is filed.
For news and additional information about the company, including the basis for the delisting and whether the company’s common stock
is trading on another venue, please review the company’s public filings or contact the company directly.
For more information about
The Nasdaq Stock Market, visit the Nasdaq Web site at http://www.nasdaq.com. Nasdaq’s rules governing the delisting of securities
can be found in the Nasdaq Rule 5800 Series, available on the Nasdaq Web site: https://listingcenter.nasdaq.com/rulebook/nasdaq/rules/nasdaq-5800-series
Nasdaq - Internal Use: Distribution limited
to Nasdaq personnel and authorized third parties subject to confidentiality obligations
