Nasdaq panel moves to delist Aditxt (NASDAQ: ADTX) after rule breaches
Rhea-AI Filing Summary
Aditxt, Inc. received notice that a Nasdaq Hearings Panel has denied its request to remain listed, and its common stock will be suspended from trading on Nasdaq at the open on June 25, 2026, pending delisting.
The decision follows prior findings that Aditxt violated the minimum $1.00 bid price requirement for 30 consecutive business days and reported stockholders’ equity of $(35,174,386) as of March 31, 2026, far below the $2,500,000 Nasdaq equity requirement. The Panel also cited seven reverse stock splits, continued losses of about $5 million per quarter, and skepticism about a proposed $150 million SPAC transaction for its Ignite Proteomics subsidiary as reasons not to grant an exception.
Positive
- None.
Negative
- Nasdaq delisting decision: A Nasdaq Hearings Panel denied Aditxt’s request to remain listed, and ordered its common stock suspended from Nasdaq on June 25, 2026, signaling a material deterioration in listing status and trading venue quality.
- Severe equity deficit and recurring losses: Stockholders’ equity of $(35,174,386) versus a $2,500,000 requirement, combined with approximately $5 million in quarterly losses, highlight significant balance sheet weakness and ongoing operating strain.
- Failed compliance efforts and bid-price issues: Seven reverse stock splits and frequent closes below the $1.00 minimum bid price over two years did not restore compliance, raising doubts about Aditxt’s ability to meet exchange standards even with further corporate actions.
Insights
Nasdaq’s delisting decision is a clear negative for Aditxt’s equity holders.
The Panel’s ruling means Aditxt’s common stock will be suspended from Nasdaq on June 25, 2026, with delisting to follow. This removes access to a major exchange, which typically reduces liquidity and can make capital-raising more difficult for smaller issuers.
The company’s challenges are substantial: stockholders’ equity of $(35,174,386) versus a $2,500,000 minimum, roughly $5 million in quarterly losses, and seven reverse stock splits without sustained bid-price compliance. The Panel also questioned the rapid jump in Ignite’s valuation from $35 million to $150 million tied to a SPAC deal.
Aditxt can still request review by the Nasdaq Listing and Hearing Review Council within 15 days, with a $15,000 fee, but the decision underscores deep capital structure and compliance issues. Future disclosures will be important to understand whether the SPAC transaction and any reverse split proceed as described to address these concerns.
8-K Event Classification
Key Figures
Key Terms
Bid Price Rule regulatory
Equity Rule regulatory
reverse stock split financial
SPAC financial
business combination financial
Nasdaq Listing and Hearing Review Council regulatory
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 6, 2026. as previously reported in a Current Report on Form 8-K filed by Aditxt, Inc. (the “Company”) on May 8, 2026, the Company received formal notice (the “May 6th Letter”) from the Staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that Nasdaq Staff had determined to delist the Company’s securities from Nasdaq. In the May 6th Letter, the Staff stated that the bid price of the Company’s listed securities had closed at less than $1.00 per share over the previous 30 consecutive business days, from March 24, 2026 through May 5, 2026, and that, as a result, the Company is not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share (the “Bid Price Rule”). The Staff further stated in the May 6th Letter that, although companies are typically afforded a 180-calendar day period to regain compliance with the Bid Price Rule, the Company is not eligible for any such compliance period pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv). The Staff cited the fact that the Company has effected a reverse stock split over the prior one-year period and has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one.
On May 27, 2026, as previously reported in a Current Report on Form 8-K filed by the Company on May 29, 2026, the Company received an additional formal notice (the “May 27th Letter”) from the Staff 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 Nasdaq under Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Requirement”). The May 27th 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”). The May 27th Letter states that the Stockholders’ Equity Deficiency serves as an additional basis for delisting the Company’s securities from Nasdaq, and that the Nasdaq Hearing Panel (the “Panel”) will consider the Stockholders’ Equity Deficiency, together with the matters that were the subject of the May 6th Letter, in rendering its determination regarding the Company’s continued listing on Nasdaq.
The Company timely requested a hearing, which stayed the delisting and suspension of the Company’s securities pending the decision of the Panel. A hearing on the matter was held on June 11, 2026.
On June 23, 2026, the Panel notified the Company (the “Notice”) that the Panel has determined to deny the Company’s request to continue its listing on Nasdaq and that trading in the Company’s common stock will be suspended at the open of trading on June 25, 2026.
The Company may request that Nasdaq Listing and Hearing Review Council review the decision of the Panel within 15 days of the Company’s receipt of the Notice.
A copy of the Notice is attached to this report as Exhibit 99.1
This report contains forward-looking statements, including, but not limited to, the Company’s ability to maintain its listing on Nasdaq and the Company’s ability to have the Panel’s decisions overturned by the Nasdaq Listing and Hearing Review Council. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied by such forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to update any forward-looking statement in this report, except as required by law.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibits | Description | |
| 99.1 | Nasdaq Hearings Panel Notice, dated June 23, 2026. | |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document) |
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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: June 24, 2026 | ||
| By: | /s/ Jeffrey M. Busch | |
| Name: | Jeffrey M. Busch | |
| Title: | Interim Chief Executive Officer | |
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Exhibit 99.1
Sent via electronic delivery
June 23, 2026
Keely Moxley
Donohoe Advisory Associates LLC
9801 Washingtonian Blvd Ste 340
Gaithersburg, MD 20878
| RE: | Aditxt, Inc. (Symbol: ADTX) |
| Nasdaq Listing Qualifications Hearings | |
| Docket No. NQ 7352C-26 |
Dear Ms. Moxley:
The Nasdaq Hearings Panel (the “Panel) has determined to deny the request of Aditxt, Inc. (the “Company”) to continue its listing on The Nasdaq Stock Market (“Nasdaq” or the “Exchange”) subject to the conditions described below. Trading in the Company’s common stock will be suspended at the open of trading on June 25, 2026.
In making its decision, the Panel considered the entire record, which is incorporated by reference into this decision. Background information about the Company, including its business description, financial information, market data and compliance history is set forth in the Listing Qualifications Staff’s June 4, 2026 memo to the Panel. The Company had the opportunity to correct anything it believed to be inaccurate in that memo. A hearing on this matter was held on June 11, 2026.
Listing Standards at Issue. The Company is in violation of Listing Rules 5550(a)(2), the “Bid Price Rule,” and 5550(b)(1), the “Equity Rule.”
Panel Hearing. At the hearing, the Company’s senior management and outside advisors outlined its compliance plan for the Panel. The Company describes itself as a social innovation platform founded for the purpose of discovering, developing, and deploying promising health innovations. Over the past several years, the Company has built and advanced multiple subsidiaries addressing significant unmet healthcare needs across early cancer detection, cancer treatment selection, and autoimmune diseases. The Company has three separate subsidiaries, each representing a distinct patient need, technology platform and timeline to value creation.
The Company represented that Ignite Proteomics (“Ignite”) is one of its three subsidiaries and the only one that is currently revenue-generating. Adimune™ and Pearsanta, Inc. – the other two subsidiaries – are in the near-term and future term clinical stages, respectively. The Company’s interim chief executive officer, Mr. Jeffrey Busch, explained that he joined the Company eight days prior to the hearing and has experience in building up companies that have been in trouble. Mr. Busch told the Panel that he played an integral role in the Company’s entering into a binding agreement (“Agreement”) on June 8, 2026, with a SPAC, Copley Acquisition Corp. (NYSE: COPL), to complete a business combination with Ignite for a value of $150 million. Following the merger, both Copley and Ignite will become subsidiaries of a newly formed public holding company with Mr. Busch as holding company CEO and a new CEO will be hired for the Company. The Company represented that it plans to recognize an approximately $125 million increase in shareholder’s equity following the merger. The Company plans to hold a shareholder meeting regarding the business combination on September 14, 2026 and has requested that the Panel grant them an exception until September 15, 2026 to finalize the business combination and regain compliance with the Equity Rule.
The Company also represented that on July 23, 2026, it plans to hold a special shareholder meeting to seek approval for a reverse stock split (“RSS”) at a ratio between 1-for-5 and 1-for-250, targeting a post-split price of approximately $5 per share. The Company has requested an exception from the Panel until August 21, 2026 to regain compliance with the Bid Price Rule.
Panel Analysis and Conclusions. Based on the information presented, the Panel has determined to delist the Company’s securities from the Exchange. The Panel does not believe that the Company provided a compelling plan to regain compliance with the Equity Rule. The Panel expressed skepticism as to why Ignite, which was initially purchased by the Company in March 2026 for $35 million, had increased in value to $150 million in such a short period of time. The Company explained that a clinical study released by the Dana-Farber Cancer Institute noted that Ignite had the only commercially available system that was better than the standard protocols, which caused the increase in Ignite’s value. The Panel noted that notwithstanding the publication of the clinical study and the announcement of the sale of Ignite, investors did not respond to the Company’s stock price in a favorable way.
Additionally, the Panel does not believe that the Company has demonstrated a compliance plan that will enable it to maintain Bid Price compliance going forward. The Company confirmed to the Panel that after the spinoff of Ignite, the two remaining subsidiaries currently have no revenue generating drugs or devices and the Company’s income statement presented to the Panel reflected a Company loss of approximately $5 million per quarter. As noted by the Staff, the Company has completed seven RSS to date and has implemented an RSS as recently as May 18, 2026, but was still unable to regain Bid Price Rule compliance. Staff also note that the Company’s stock has closed below the minimum $1 bid price requirement for fifty percent of the trading days over the past two years. In light of these concerns, the Panel does not believe that an exception to the Exchange’s Listing Rules is warranted.
Accordingly, the Company’s common stock will be delisted from the Exchange.
The Company may request that the Nasdaq Listing and Hearing Review Council review this Decision. A written request for review must be received within 15 days from the date of this Decision and should be sent by e-mail to the Office of Appeals and Review at appeals@nasdaq.com. Pursuant to Nasdaq Listing Rule 5820(a), the Company must submit a fee of $15,000.00 to The Nasdaq Stock Market LLC to cover the cost of the review. Instructions for submitting the fee are available here. Please include evidence of this payment with the e-mailed request for review by attaching a PDF copy of the wire instructions or check.
The Company should be aware that the Nasdaq Listing and Hearing Review Council may, on its own motion, determine to review any Panel decision within 45 calendar days after issuance of the written decision. If the Listing Council determines to review this Decision, it may affirm, modify, reverse, dismiss or remand the decision to the Panel. The Company will be immediately notified in the event the Listing Council determines that this matter will be called for review.
Should you have any questions, please do not hesitate to contact me at (301) 978-8183.
Sincerely,
| /s/ Marsha Dixon | |
| Marsha Dixon | |
| Hearings Advisor | |
| The Nasdaq Stock Market LLC | |
| Office of the General Counsel |