Deeply negative equity puts Aditxt (NASDAQ: ADTX) at heightened Nasdaq delisting risk

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Aditxt, Inc. reports that Nasdaq has notified the company it no longer meets key continued listing standards. Based on its Form 10-Q for the period ended March 31, 2026, the company reported stockholders’ equity of $(35,174,386), far below Nasdaq’s $2,500,000 minimum stockholders’ equity requirement.

The company already faces a prior delisting determination for failing the minimum bid price rule, with a Nasdaq Hearings Panel session set for June 11, 2026. Aditxt has also determined it is out of compliance with the $1,000,000 Market Value of Publicly Held Shares requirement. The company cautions that potential delisting and limited access to capital raise substantial doubt about its ability to continue as a going concern and could ultimately force it to discontinue operations.

Positive

None.

Negative

Multiple Nasdaq listing deficiencies and delisting risk: Aditxt reports non-compliance with Nasdaq’s stockholders’ equity standard, prior bid-price issues, and a Market Value of Publicly Held Shares shortfall, all of which may lead to delisting from The Nasdaq Capital Market.
Severely negative stockholders’ equity: The company reported stockholders’ equity of $(35,174,386) as of March 31, 2026, versus the $2,500,000 Nasdaq minimum, highlighting a deeply impaired capital position.
Explicit going concern warning: Aditxt states that potential delisting and difficulty raising capital would raise substantial doubt about its ability to continue as a going concern and could force it to discontinue operations, causing investors to lose their entire investment.

Insights

Aditxt faces multiple Nasdaq deficiencies and heightened going concern risk.

Aditxt now fails several Nasdaq Capital Market standards, including stockholders’ equity, minimum bid price, and the Market Value of Publicly Held Shares threshold. Reported stockholders’ equity of $(35,174,386) versus a $2,500,000 minimum underscores severe balance-sheet weakness.

A Nasdaq Hearings Panel will review these deficiencies on June 11, 2026, and has broad discretion to delist the shares. The company explicitly warns that delisting, reduced liquidity, and constrained capital-raising would raise substantial doubt about its ability to continue as a going concern.

If adequate working capital cannot be secured, Aditxt indicates it may have to discontinue operations, which would result in investors losing their entire investment. Subsequent company disclosures will be important to understand any remedial actions and the Panel’s ultimate decision.

8-K Event Classification

2 items: 3.01, 9.01

2 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Stockholders’ equity: $(35,174,386) Nasdaq minimum stockholders’ equity requirement: $2,500,000 Alternative Nasdaq standard - market value of listed securities: $35 million +3 more

6 metrics

Stockholders’ equity $(35,174,386) As reported in Form 10-Q for period ended March 31, 2026

Nasdaq minimum stockholders’ equity requirement $2,500,000 Nasdaq Listing Rule 5550(b)(1) continued listing standard

Alternative Nasdaq standard - market value of listed securities $35 million Alternative continued listing test under Nasdaq Listing Rule 5550(b)

Alternative Nasdaq standard - net income $500,000 Net income from continuing operations test under Rule 5550(b)

Minimum Market Value of Publicly Held Shares $1,000,000 Nasdaq Listing Rule 5550(a)(5) requirement Aditxt is not meeting

Hearings Panel date June 11, 2026 Scheduled Nasdaq hearing on Aditxt’s continued listing

Key Terms

Stockholders’ Equity Requirement, Nasdaq Listing Rule 5550(b)(1), Market Value of Publicly Held Shares, going concern, +1 more

5 terms

Stockholders’ Equity Requirement financial

"the Company no longer satisfies the minimum stockholders’ equity requirement of $2,500,000 for continued listing"

A stockholders’ equity requirement is a minimum amount of net assets — assets minus liabilities — that a company must keep on its balance sheet to meet rules set by regulators, lenders or stock exchanges. Think of it as a required safety buffer or minimum bank balance that shows the company has enough of its own capital to absorb losses; falling below it can limit dividends, trigger covenants or risk sanctions, so investors watch it as a sign of financial health and compliance.

Nasdaq Listing Rule 5550(b)(1) regulatory

"for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1)"

Market Value of Publicly Held Shares financial

"requirement to maintain a minimum Market Value of Publicly Held Shares of $1,000,000"

The market value of publicly held shares is the total dollar worth of a company’s shares that are available to outside investors, calculated by multiplying the current market price by the number of shares held by the public (the “float”). It matters because it tells investors how much of the company is actually tradable and how the market is pricing that tradable portion—like a price tag on the items on a store shelf, it affects liquidity, volatility and how easy it is to buy or sell a meaningful stake.

going concern financial

"which conditions would raise substantial doubt about our ability to continue as a going concern"

A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.

reverse stock split history financial

"as a result of the Company’s reverse stock split history"

Understanding 8-K Material Events →

05/29/2026 - 04:21 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): May 27, 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.

On May 27, 2026, Aditxt, Inc. (the “Company”) received a letter (the “Letter”) from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based on the stockholders’ equity of $(35,174,386) reported in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Form 10-Q”), the Company no longer satisfies the minimum stockholders’ equity requirement of $2,500,000 for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Requirement”). The Letter further notes that the Company does not presently satisfy either of the alternative continued listing standards under Nasdaq Listing Rule 5550(b) — a market value of listed securities of $35 million or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years (such non-compliance, the “Stockholders’ Equity Deficiency”).

As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 8, 2026, on May 6, 2026 the Company received a delisting determination from the Staff based on the Company’s failure to comply with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) and the Company’s ineligibility for any compliance period under Nasdaq Listing Rule 5810(c)(3)(A)(iv) as a result of the Company’s reverse stock split history (the “Prior Determination”). The Company timely requested a hearing before a Nasdaq Hearings Panel (the “Panel”) to appeal the Prior Determination, which hearing is currently scheduled for June 11, 2026 (the “Hearing”).

The Letter states that the Stockholders’ Equity Deficiency serves as an additional basis for delisting the Company’s securities from Nasdaq, and that the Panel will consider the Stockholders’ Equity Deficiency, together with the matters that were the subject of the Prior Determination, in rendering its determination regarding the Company’s continued listing on The Nasdaq Capital Market. The Company intends to present its views with respect to the Stockholders’ Equity Deficiency at the Hearing, together with its plan to evidence compliance with the minimum bid price requirement and the Stockholders’ Equity Requirement. In addition, the Company has determined that it is currently not in compliance with the requirement to maintain a minimum Market Value of Publicly Held Shares of $1,000,000 for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(5) (such non-compliance, the “MVPHS Deficiency”). As of the date of this Current Report on Form 8-K, the Company has not received notification from the Staff with respect to the MVPHS Deficiency. If the Staff issues a separate deficiency determination relating to the MVPHS Deficiency, that matter may be considered by the Panel at or in connection with the Hearing in addition to the matters that were the subject of the Prior Determination and the Stockholders’ Equity Deficiency.

There can be no assurance that the Company will be successful in its appeal before the Panel, that the Panel will grant the Company any additional period within which to regain compliance with the Stockholders’ Equity Requirement, the minimum bid price requirement, or any other applicable Nasdaq continued listing standard, or that, if any such period is granted, the Company will be able to evidence compliance with all applicable Nasdaq continued listing requirements within that period. The Panel has broad discretionary authority under the Nasdaq Listing Rules, including under Nasdaq Listing Rules 5101 and 5810(c)(1), to delist the Company’s securities notwithstanding the Company’s compliance efforts, including based on concerns regarding the Company’s prior reverse stock split history, financial condition, going concern, capital structure, capital-raising activities, or any other factor the Panel deems appropriate. If the Panel determines to delist the Company’s securities, or if the Company is otherwise unable to regain and maintain compliance with the applicable Nasdaq continued listing requirements, the Company’s common stock would be subject to delisting from The Nasdaq Capital Market, which would have a material adverse effect on the liquidity and market price of the Company’s common stock and on the Company’s ability to raise capital, which conditions would raise substantial doubt about our ability to continue as a going concern. If adequate working capital is not available, we may be forced to discontinue operations, which would cause investors to lose their entire investment.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the 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: May 29, 2026

By:	/s/ Amro Albanna
Name:	Amro Albanna
Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What Nasdaq notice did Aditxt (ADTX) disclose on May 27, 2026?

Aditxt disclosed a Nasdaq notice stating it no longer meets the minimum stockholders’ equity requirement. Nasdaq cited stockholders’ equity of $(35,174,386) versus the $2,500,000 threshold, creating an additional basis for potential delisting alongside prior bid-price non-compliance.

How low is Aditxt’s stockholders’ equity compared with Nasdaq’s requirement?

Aditxt reported stockholders’ equity of $(35,174,386) as of March 31, 2026, while Nasdaq Capital Market rules require at least $2,500,000. This large negative balance signals a severely weakened financial position and is a central reason for Nasdaq’s continued listing concerns.

Which Nasdaq listing rules is Aditxt (ADTX) currently not satisfying?

Aditxt reports failing the stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1) and previously received a delisting determination for not meeting the minimum bid price under Rule 5550(a)(2). It has also determined non-compliance with the $1,000,000 Market Value of Publicly Held Shares requirement under Rule 5550(a)(5).

When will Nasdaq’s Hearings Panel review Aditxt’s listing status?

A Nasdaq Hearings Panel is scheduled to review Aditxt’s listing status on June 11, 2026. The Panel will consider the stockholders’ equity deficiency, earlier minimum bid price issues, and any additional deficiencies when deciding whether Aditxt can remain on The Nasdaq Capital Market.

What does Aditxt say could happen if its stock is delisted from Nasdaq?

Aditxt states that delisting would materially hurt liquidity, market price, and its ability to raise capital. These conditions would raise substantial doubt about its ability to continue as a going concern and could force the company to discontinue operations, causing investors to lose their entire investment.

What is Aditxt’s Market Value of Publicly Held Shares issue under Nasdaq rules?

Aditxt has determined it is not in compliance with Nasdaq’s requirement to maintain a Market Value of Publicly Held Shares of at least $1,000,000. Although Nasdaq staff had not yet issued a separate notice, this deficiency may be considered alongside other listing issues at the upcoming hearing.

Filing Exhibits & Attachments

3 documents