false
0001726711
0001726711
2025-09-23
2025-09-23
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):
September 23, 2025
ADITXT, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-39336 |
|
85-3204328 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
2569 Wyandotte Street, Suite 101, Mountain View,
CA 94043
(Address of principal executive offices, including
ZIP code)
(650) 870-1200
(Registrant’s telephone number, including area
code)
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 5.07 Submission of Matters to a Vote of Security Holders.
On September 23, 2025, Aditxt, Inc. (the “Company”)
reconvened its annual meeting of stockholders (the “Reconvened Annual Meeting”), which was initially held on September
15, 2025 in virtual format and adjourned until September 23, 2025 in order to allow for additional
time for the Company’s stockholders to vote. An aggregate of 1,665,180 shares of the Company’s common stock or 33.59%
of the voting authority, constituting a quorum, were represented virtually, in person, or by valid proxies at the Reconvened Annual Meeting.
At the Reconvened
Annual Meeting, the Company’s stockholders (i) re-elected each of Amro Albanna, Shahrokh Shabahang, D,D,S,, MS, Ph.D., Brian Brady,
Charles Nelson and Sylvia Hermina; (ii) ratified the appointment of dbbmckennon
LLC (“dbbmckennon”) as the Company’s independent registered public accounting firm for the fiscal year
ending December 31, 2025; and (iii) granted discretionary authority to the Company’s board
of directors to (a) amend the Company’s certificate of incorporation to combine outstanding shares of the Company’s 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 (b) effect the reverse stock split, if at all, within one year of the date the proposal is approved
by stockholders.
The final results
for each of the matters submitted to a vote of stockholders at the Reconvened Annual Meeting, as set forth in the Company’s Definitive
Proxy Statement filed with the Securities and Exchange Commission on August 8, 2025, are as follows:
Proposal
1. At the Reconvened Annual Meeting, the stockholders approved the election of five (5) members to our board of directors to
serve until the Company’s 2026 annual meeting of stockholders or until their respective successors have been duly elected and qualified,
or until such director’s earlier resignation, removal or death. The result of the votes to elect the five (5) directors were as
follows:
| Directors |
|
For |
|
Withhold |
|
Broker Non-Votes |
| Amro Albanna |
|
627,553 |
|
123,628 |
|
913,999 |
| Shahrokh Shabahang D.D.S., MS, Ph.D. |
|
626,919 |
|
124,262 |
|
913,999 |
| Brian Brady |
|
651,828 |
|
99,353 |
|
913,999 |
| Charles Nelson |
|
650,318 |
|
100,863 |
|
913,999 |
| Sylvia Hermina |
|
642,472 |
|
108,709 |
|
913,999 |
Proposal 2. At the Annual Meeting, the stockholders approved the
ratification of the appointment of dbbmckennon as the Company’s independent registered public accounting firm for the fiscal
year ending December 31, 2025. The result of the votes to approve the ratification of the appointment of dbbmckennon were as follows:
| For |
|
Against |
|
Abstain |
| 1,506,751 |
|
92,439 |
|
65,990 |
Proposal
3. At the Annual Meeting, the proposal to grant discretionary authority
to the Company’s board of directors to (a) amend the Company’s certificate of incorporation to combine outstanding shares
of the Company’s 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 (b) effect the reverse stock split, if at all,
within one year of the date the proposal is approved by stockholders. The result of
the votes were as follows:
| For |
|
Against |
|
Abstain |
Broker Non-Vote |
| 1,178,583 |
|
473,001 |
|
13,596 |
- |
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: September 24, 2025
| |
Aditxt, Inc. |
| |
|
|
| |
By: |
/s/ Amro Albanna |
| |
Name: |
Amro Albanna |
| |
Title: |
Chief Executive Officer |
