Aditxt (NASDAQ: ADTX) sets 1-for-27 reverse split, cutting shares to ~510K

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Aditxt, Inc. is implementing a 1-for-27 reverse stock split of its common stock to address Nasdaq’s minimum bid price requirement. The split becomes effective at 4:01 p.m. Eastern Time on May 15, 2026, with split-adjusted trading on Nasdaq beginning May 18, 2026 under the symbol ADTX.

Each 27 issued and outstanding shares will be combined into 1 share, with fractional shares rounded up. Authorized share count and par value remain unchanged, and stock options, restricted stock units, warrants, and plan reserves will be proportionally adjusted. Shares outstanding are expected to move from approximately 13,773,321 to approximately 510,123.

8-K Event Classification

4 items: 3.03, 5.03, 7.01, 9.01

4 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Reverse split ratio: 1-for-27 Pre-split shares outstanding: 13,773,321 shares Post-split shares outstanding: 510,123 shares +3 more

6 metrics

Reverse split ratio 1-for-27 Reverse stock split ratio for common stock

Pre-split shares outstanding 13,773,321 shares Approximate common shares outstanding before reverse split

Post-split shares outstanding 510,123 shares Approximate common shares outstanding immediately after reverse split

Effective time 4:01 p.m. Eastern Time Reverse stock split effectiveness on May 15, 2026

Split-adjusted trading date May 18, 2026 Nasdaq Capital Market split-adjusted trading start

New CUSIP 007025869 CUSIP number for Aditxt common stock after reverse split

Key Terms

reverse stock split, Nasdaq’s minimum bid price requirement, CUSIP number, equity incentive compensation plans, +1 more

5 terms

reverse stock split financial

"Aditxt, Inc. (Nasdaq: ADTX) ... announced today that it will effect a 1-for-27 reverse stock split of its common stock."

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

Nasdaq’s minimum bid price requirement regulatory

"The Reverse Stock Split is primarily intended to bring the Company into compliance with Nasdaq’s minimum bid price requirement."

A Nasdaq minimum bid price requirement is a listing rule that a stock must trade above a set dollar level (commonly $1) for a sustained period to remain on the exchange; failure to meet the threshold can trigger warnings and possible removal. Investors care because falling below that floor can shrink a stock’s market visibility, reduce trading options and liquidity, and increase the risk that the company’s shares will be delisted, similar to a product being pulled from store shelves when it no longer meets basic sales standards.

CUSIP number financial

"the Company’s common stock will continue to trade ... but the security has been assigned a new CUSIP number (007025869)."

A CUSIP number is a nine-character code that uniquely identifies a specific U.S. or Canadian stock, bond, or other security, similar to a barcode or a social-security number for a financial instrument. It matters to investors because it removes confusion between similar securities, ensures trades and settlements are applied to the correct issue, and helps locate official documents and transaction records quickly.

equity incentive compensation plans financial

"the number of shares reserved for issuance pursuant to the Company’s equity incentive compensation plans."

A plan that pays employees, executives or directors with company stock, stock options or similar ownership-based awards instead of or in addition to cash. It matters to investors because it aligns workers’ incentives with shareholder value—think of giving staff a slice of the company so they work to make the whole pie bigger—while also increasing the number of shares outstanding, which can reduce the ownership percentage and earnings per share for existing shareholders.

certificate of amendment regulatory

"the Company filed with the Secretary of State of the State of Delaware a certificate of amendment to its certificate of incorporation"

A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.

Understanding 8-K Material Events →

05/15/2026 - 04:20 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 14, 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 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 May 1, 2026, the Company held its annual meeting of stockholders (the “Annual Meeting”). At the Annual 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-two (1-for-2) 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 Annual Meeting, the Board approved a one-for-twenty-seven (1-for-27) reverse split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”). On May 14, 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 May 15, 2026, and the Company’s common stock will begin trading on a split-adjusted basis when the Nasdaq Stock Market opens on May 18, 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 twenty-seven (27) shares of the Company’s issued and outstanding common stock will be automatically combined, converted and changed into 1 share of 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 (007025869).

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 May 14, 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 May 14, 2026
104		Cover Page Interactive Data File (embedded within the XBRL document)

SIGNATURE

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.

Dated: May 15, 2026

	Aditxt, Inc.

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

Exhibit 99.1

Aditxt, Inc. (NASDAQ: ADTX) Announces 1-for-27 Reverse Stock Split Effective at the Open of Trading on May 18, 2026

Mountain View, Ca. (May 14, 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-27 reverse split of its common stock. Commencing with the opening of trading on the Nasdaq Capital Market on May 18, 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 annual meeting of stockholders held on May 1, 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 007025869. As a result of the reverse stock split, every 27 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. Before the reverse stock split the Company will have approximately 13,773,321 shares outstanding and immediately after the reverse stock split becomes effective, the Company will have approximately 510,123 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 April 3, 2026.

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

Source: View Original Filing on SEC EDGAR

FAQ

What reverse stock split did Aditxt (ADTX) approve and at what ratio?

Aditxt approved a 1-for-27 reverse stock split of its common stock. Every 27 issued and outstanding shares will be combined into 1 share, with any fractional shares rounded up to the next whole share. Authorized shares and par value will not change.

When does the Aditxt (ADTX) reverse stock split take effect and when does trading adjust?

The reverse stock split becomes effective at 4:01 p.m. Eastern Time on May 15, 2026. Aditxt’s common stock will begin trading on a split-adjusted basis on the Nasdaq Capital Market at the open of trading on May 18, 2026, under the same ticker ADTX.

How will Aditxt’s (ADTX) shares outstanding change after the reverse split?

Aditxt expects its common shares outstanding to decline from about 13,773,321 to about 510,123. This reduction reflects the 1-for-27 exchange ratio, where 27 existing shares convert into 1 share, with fractional shares rounded up to the next higher whole share.

Why is Aditxt (ADTX) implementing a reverse stock split?

The reverse stock split is primarily intended to help Aditxt meet Nasdaq’s minimum bid price requirement. By consolidating shares at a 1-for-27 ratio, the company aims to increase its per-share trading price and support continued listing on the Nasdaq Capital Market.

Does the Aditxt (ADTX) reverse split affect options, RSUs, and warrants?

Yes, Aditxt will proportionally adjust all outstanding stock options, restricted stock units, and warrants. Both the number of shares underlying these securities and their per share exercise prices will be modified in line with the 1-for-27 reverse split to maintain their economic value.

What new CUSIP number will Aditxt (ADTX) have after the reverse stock split?

Following the reverse stock split, Aditxt’s common stock will have CUSIP number 007025869. Although the ticker symbol ADTX remains the same on the Nasdaq Capital Market, the new CUSIP distinguishes the post-split shares in clearing and settlement systems.

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 PRESS RELEASE DATED MAY 14, 2026 6.9 KB