false
--12-31
0001726711
0001726711
2025-10-29
2025-10-29
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):
October 29, 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 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 September 23, 2025, the Company reconvened 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 five (1:for:5) 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 in its sole discretion.
Following the Annual Meeting, the board of directors
approved a one-for-one hundred thirteen (1-for-113) reverse split of the Company’s issued and outstanding shares of common stock
(the “Reverse Stock Split”). On October 31, 2025, 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 October 31, 2025, and the Company’s common
stock will begin trading on a split-adjusted basis when the Nasdaq Stock Market opens on November 3, 2025. 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 one hundred thirteen (113) shares of the Company’s issued and outstanding common stock will be automatically combined, converted
and changed into 1 share 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
(007025885).
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 October 29, 2025,
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 October 29, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the XBRL document) |
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: October 31, 2025
| |
Aditxt, Inc. |
| |
|
|
| |
By: |
/s/ Amro Albanna |
| |
Name: |
Amro Albanna |
| |
Title: |
Chief Executive Officer |
