Reverse split and name change on ballot for Aditxt (ADTX) investors

Rhea-AI Filing Summary

Aditxt, Inc. adjourned its special stockholder meeting to February 13, 2026 to allow more time for voting on several key proposals affecting its capital structure and corporate identity.

Stockholders are being asked to approve issuances of common stock underlying Series A-1 and Series C-1 preferred shares and related warrants, a new 2025 Employee Stock Purchase Plan, and an amendment to the 2021 Omnibus Equity Incentive Plan to increase issuable shares to 350,000. They are also considering an advisory vote on changing the company’s name to bitXbio, Inc. and granting the board discretion to implement a reverse stock split between 1-for-5 and 1-for-250 within one year of approval.

Insights

Equity capital markets analyst

Aditxt delays key vote on share issuances, plans, and reverse split.

Aditxt, Inc. moved its special stockholder meeting to February 13, 2026 to gain more participation on proposals that shape its share structure. These include approving common stock issuances tied to Series A-1 and Series C-1 preferred stock and several warrant financings from 2023 and 2024.

The agenda also covers a 2025 Employee Stock Purchase Plan and an amendment lifting the 2021 Omnibus Equity Incentive Plan limit to 350,000 shares. These items frame future employee and investor equity participation but do not, by themselves, execute new issuances without subsequent actions.

Another proposal seeks an advisory vote on changing the corporate name to bitXbio, Inc., plus authority for the board to enact a reverse stock split from 1-for-5 up to 1-for-250 within a year of approval. Actual impact will depend on stockholder voting outcomes and whether the board later uses this split authority.

false 0001726711 0001726711 2026-01-30 2026-01-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): January 30, 2026

Aditxt, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-39336		82-3204328
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer 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 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 8.01 Other Events

On January 30, 2026, Aditxt, Inc. (the “Company”) adjourned its special meeting of stockholders (the “Special Meeting”) until February 13, 2026 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 approve, for the purpose of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying shares of Series A-1 Convertible Preferred Stock originally issued by the Company in December 2023, (ii) to approve, for the purpose of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying shares of Series C-1 Convertible Preferred Stock and common stock purchase warrants originally issued by the Company in May 2024 and August 2024 , (iii) to approve, for the purpose of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying common stock purchase warrants originally issued by the Company in July 2024, (iv) to approve the Company’s 2025 Employee Stock Purchase Plan, (v) to approve an amendment to our 2021 Omnibus Equity Incentive Plan to increase the number of shares of common stock issuable thereunder to 350,000 shares from 3 shares, (vi) to consider and cast a non-binding, advisory vote on the Company’s proposed amendment to its Amended and Restated Certificate of Incorporation, as amended, to change the Company’s name from “Aditxt, Inc.” to “bitXbio, Inc.”, and (vii) to 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 Special Meeting will be held in a virtual-only meeting format at www.virtualshareholdermeeting.com/ADTX2026SM.

-1-

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: January 30, 2026

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

-2-

FAQ

Why did Aditxt (ADTX) adjourn its special stockholder meeting?

Aditxt adjourned its special meeting to February 13, 2026 to allow more time for stockholders to vote on several important proposals. These include share issuance approvals, equity compensation plans, a potential name change, and possible reverse stock split authority for the board.

What stock issuance proposals are Aditxt (ADTX) stockholders voting on?

Stockholders are asked to approve, for Nasdaq Rule 5635(d) purposes, issuing common shares underlying Series A-1 and Series C-1 Convertible Preferred Stock and related common stock purchase warrants. Another proposal seeks approval for issuing common stock underlying warrants originally issued in July 2024.

What changes are proposed to Aditxt’s (ADTX) equity compensation plans?

Aditxt is asking stockholders to approve a new 2025 Employee Stock Purchase Plan and to amend its 2021 Omnibus Equity Incentive Plan. The amendment would increase the maximum number of common shares issuable under that 2021 plan to 350,000 shares, expanding capacity for future equity awards.

Is Aditxt (ADTX) proposing a reverse stock split and at what ratios?

Yes. Stockholders are asked to grant the board discretionary authority to amend the certificate of incorporation for a reverse stock split. The proposed range runs from a 1-for-5 split up to a maximum 1-for-250 split, exercisable within one year of stockholder approval.

Is Aditxt (ADTX) planning to change its corporate name?

Stockholders are being asked to cast a non-binding advisory vote on a proposed amendment to change the company’s name from “Aditxt, Inc.” to “bitXbio, Inc.” This advisory vote provides feedback on the rebranding concept but does not by itself implement the name change.

When and how will Aditxt’s (ADTX) adjourned special meeting be held?

The adjourned special meeting is scheduled for February 13, 2026 at 12:00 ET. It will be conducted as a virtual-only meeting, accessible online at www.virtualshareholdermeeting.com/ADTX2026 for eligible stockholders to participate and vote on the listed proposals.