Aditxt (ADTX) shareholders back board, auditor and reverse split range

Rhea-AI Filing Summary

Aditxt, Inc. reconvened its annual stockholder meeting on September 23, 2025 after an earlier adjournment to allow more voting time. A total of 1,665,180 common shares, representing 33.59% of voting power, were present, which was enough to reach a quorum.

Stockholders re-elected Amro Albanna, Shahrokh Shabahang, Brian Brady, Charles Nelson and Sylvia Hermina to serve as directors until the 2026 annual meeting, based on vote totals that all showed more votes "for" than "withheld." They also ratified dbbmckennon LLC as independent auditor for the fiscal year ending December 31, 2025, with 1,506,751 votes for, 92,439 against, and 65,990 abstentions.

Importantly, stockholders approved giving the board discretionary authority to implement a reverse stock split of the common stock at a ratio between 1-for-5 and up to 1-for-250, with the exact ratio and decision whether to proceed to be set by the board within one year. This proposal received 1,178,583 votes for, 473,001 against, and 13,596 abstentions.

Insights

Corporate actions & governance analyst

Shareholders re-elected directors and authorized a wide-range reverse split.

The meeting confirms basic governance stability at Aditxt, Inc., with all five director nominees receiving more votes in favor than withheld. Ratification of dbbmckennon LLC as auditor for the fiscal year ending on December 31, 2025 also passed by a wide margin (1,506,751 for versus 92,439 against), indicating broad support for the company’s choice of external auditor.

The more consequential action is shareholder approval of discretionary authority for a reverse stock split in a broad range from 1-for-5 up to 1-for-250. This does not itself change the share count yet, but permits the board to effect such a split within one year of approval. Any eventual split ratio and timing will depend on a future board decision, and the practical impact will hinge on whether and how that authority is used.

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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): 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

FAQ

What did Aditxt, Inc. (ADTX) shareholders approve at the reconvened 2025 annual meeting?

Shareholders re-elected five directors, ratified dbbmckennon LLC as independent auditor for the year ending December 31, 2025, and approved discretionary authority for a reverse stock split in a range from 1-for-5 to up to 1-for-250, to be implemented by the board within one year if it chooses.

How many Aditxt (ADTX) shares were represented at the reconvened annual meeting?

An aggregate of 1,665,180 shares of common stock, representing 33.59% of the voting authority, were represented virtually, in person, or by valid proxies, which constituted a quorum for conducting business.

What reverse stock split authority did Aditxt (ADTX) shareholders grant the board?

Shareholders granted the board discretionary authority to amend the certificate of incorporation to conduct a reverse stock split of the common stock at a ratio between 1-for-5 and up to 1-for-250, and to effect the split, if at all, within one year of stockholder approval.

What were the vote results on Aditxt’s reverse stock split proposal?

The reverse stock split authority proposal received 1,178,583 votes for, 473,001 votes against, and 13,596 abstentions, with no broker non-votes reported for this item.

Who were elected to Aditxt’s board of directors at the 2025 meeting?

Amro Albanna, Shahrokh Shabahang D.D.S., MS, Ph.D., Brian Brady, Charles Nelson, and Sylvia Hermina were each elected to serve until the 2026 annual meeting or until their successors are duly elected and qualified, or earlier resignation, removal or death.

Which audit firm did Aditxt (ADTX) shareholders ratify for fiscal 2025?

Stockholders ratified the appointment of dbbmckennon LLC as Aditxt’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with 1,506,751 votes for, 92,439 against, and 65,990 abstentions.