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

Rhea-AI Filing Summary

Amended Form 6-K corrects a clerical error in the previously filed July 1, 2025 report and restates AGM Group’s current capital structure.

On 25 Jun 2025 the board:

• Cancelled 12,000 Class B shares held by former CTO Yufeng Mi and 30,000 held by Wenjie Tang.
• Issued 1,200,000 new Class B shares to CEO/CSO Bo Zhu for past and future services; no cash was paid.

After these actions the company has 3,174,163 shares outstanding (1,974,163 Class A; 1,200,000 Class B). Class A carries one vote, Class B five votes. Bo Zhu now owns 37.81 % of equity but controls 75.24 % of total voting power.

The dual-class structure makes AGMH a “controlled company” under Nasdaq rules, allowing optional exemptions from certain corporate-governance requirements. No financial results, earnings data or operational updates are included.

Positive

• Corrects previously misstated Class B share count, improving disclosure accuracy.

Negative

• CEO now controls 75.24 % of voting power, heightening governance and minority-rights risk.
• Issuance of 1.2 M Class B shares without cash consideration significantly dilutes public voting influence.

Insights

Corporate Governance Analyst

TL;DR: CEO awarded 1.2 M super-voting shares, gaining 75 % control; minority-holder risk rises.

The amendment fixes disclosure but formalises a substantial governance shift. The 1.2 M non-convertible Class B shares issued for “services” expand total equity by only 36 %, yet voting control consolidates under Bo Zhu (75.24 %). AGMH now qualifies as a Nasdaq “controlled company,” enabling exemptions from board-independence and committee rules. With no performance hurdles or cash consideration, the grant entrenches management and weakens shareholder protections—overall a negative signal for governance-focused investors.

Securities Analyst

TL;DR: Structural—not operational—change; limited near-term financial impact.

The filing involves share-class rebalancing, with negligible effect on aggregate market capitalization because Class B is illiquid and non-transferable. While voting dilution is material, economic dilution is minor (net +1.158 M shares). Unless the market prices a governance discount, valuation impact should be modest. No earnings, cash-flow or guidance metrics were provided, so fundamental forecasts remain unchanged.

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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): July 22, 2025

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 7.01 Regulation FD Disclosure.

On July 22, 2025, Amro Albanna, the Chief Executive Officer of Aditxt, Inc. (the “Company”) presented at Wall Street Reporter’s Next Super Stock livestream event regarding the Company’s subsidiary, Adimune, Inc. (“Adimune”). Copies of the Adimune presentation materials and the transcript of the presentation are furnished as Exhibit 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

The information contained in this item, including that incorporated by reference, is being furnished to the Securities and Exchange Commission. Such information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Cautionary Note on Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the “safe harbor “provisions under the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this Current Report on Form 8-K, including statements regarding the Company’s future results of operations and financial position are forward-looking statements. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “target,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K, and on the current expectations of the management team of the Company and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company.

These forward-looking statements are subject to a number of risks including, but not limited to, the following risks: (1) Adimune’s ongoing and planned product and business development; (2) Adimune’s ability to obtain the necessary funding and partner to commence clinical trials; (3) the potential size of the markets that Adimune is targetting; and (4) other risks and uncertainties indicated from time to time in the Company’s public filings with the SEC. If any of these risks materialize or the Company’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and other documents we filed, or will file with the SEC. There may be additional risks that the Company does not presently know, or that the Company currently believes are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. The Company anticipates that subsequent events and developments will cause the Company’s assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaim any obligation to do so, except as otherwise required by law. These forward-looking statements should not be relied upon as representing the Company’s assessments of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Disclaimer:

The information contained in the transcript furnished as Exhibit 99.2 is a textual representation of an audio recording of the event and while efforts are made to provide an accurate transcription, there may be material errors, omissions or inaccuracies in the reporting of the substance of the audio recording. The Company does not assume any responsibility for any investment or other decisions made based upon the information provided in this transcript. Users are advised to review the audio recording and the Company’s SEC filings before making any investment or other decisions. An archived recording of the event will be available for 30 days on the “Investor Relations” section of the Company’s website at www.aditxt.com.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Exhibit
99.1		Adimune Presentation (incorporated by reference to Ex 99.2 to the Company’s Current Report on Form 8-K filed on December 12, 2024)
99.2		Transcript of Wall Street Reporter’s Next Super Stock livestream event – July 22, 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: July 24, 2025

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

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FAQ

What did AGM Group (AGMH) change in this amended Form 6-K?

It corrected the number of Class B shares held by CEO Bo Zhu and restated share cancellations and issuances.

How many new Class B shares were issued to CEO Bo Zhu?

1,200,000 Class B shares were issued on 25 Jun 2025 for past and future services.

What is AGMH’s post-transaction share count?

Total shares: 3,174,163 (1,974,163 Class A; 1,200,000 Class B).

How much voting power does the CEO now hold?

Bo Zhu controls 75.24 % of the company’s aggregate voting power.

Does AGMH now qualify as a Nasdaq “controlled company”?

Yes. With over 50 % voting control held by one individual, AGMH meets the definition and may claim related governance exemptions.