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

Rhea-AI Filing Summary

Aditxt announced that its CEO presented at the Wall Street Reporter Next Super Stock livestream and the company furnished a transcript as Exhibit 99.1. The filing makes the transcript available to investors and notes an archived audio recording will be accessible for 30 days on the company’s Investor Relations website. The filing includes a caution that the transcript may contain errors and that the presentation contains forward-looking statements.

The forward-looking disclosures explicitly reference the proposed initial public offering of Pearsanta and Aditxt’s planned acquisition of Evofem as matters subject to risk, and the company warns that actual results may differ materially from those statements.

Positive

• Transcript furnished (Exhibit 99.1) improves investor access to management commentary
• Archived audio availability for 30 days on the Investor Relations site increases transparency
• Regulation FD disclosure demonstrates formal public disclosure of management remarks

Negative

• Forward-looking statements are subject to material risks and uncertainties
• Planned acquisition of Evofem and proposed Pearsanta IPO are disclosed but not confirmed and may not close
• Transcript disclaimer states it may contain material errors or omissions

Insights

Financial Analyst

TL;DR: Furnished transcript reveals management commentary and highlights pending Pearsanta IPO and Evofem acquisition; disclosure improves transparency but outcomes remain uncertain.

The company furnished a textual transcript (Exhibit 99.1) of a public presentation, which is useful for investors who cannot access the live audio and supports Regulation FD compliance. The filing contains explicit forward-looking language and identifies specific transactional items—the proposed Pearsanta IPO and the planned Evofem acquisition—both of which are material events if completed. Because the filing provides disclosure but no financial terms, timing certainty, or completion confirmation, the immediate investor impact is informative rather than value-changing.

M&A Specialist

TL;DR: Transcript flags potential corporate transactions and associated execution risk; disclosure is material but does not confirm deal economics or closing timelines.

The filing’s mention of a planned acquisition of Evofem and a proposed IPO for Pearsanta is material from a transaction perspective because such events can alter company strategy and capital structure. However, the 8-K only furnishes a presentation transcript and a forward-looking caution, and it explicitly states that these initiatives are subject to customary closing conditions and risks. There are no deal terms or definitive agreements disclosed here, so assessment of transaction impact requires follow-up filings or definitive documents.

false 0001726711 0001726711 2025-08-06 2025-08-06 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): August 6, 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 August 6, 2025, Amro Albanna, the Chief Executive Officer of Aditxt, Inc. (the “Company”) presented at Wall Street Reporter’s Next Super Stock livestream event. A copy of the transcript of the presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is 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: Aditxt’s ability to successfully execute its mission to accelerate and monetize promising health innovations, and magnitude thereof; Aditxt’s ability to complete the proposed initial public offering of Pearsanta on the proposed timeline, if at all; Aditxt’s ability to close the planned acquisition of Evofem, including to meet all closing conditions, and the timing thereof;; the potential size of the markets that Aditxt is targeting; and 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 99.1 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		Transcript of Wall Street Reporter’s Next Super Stock livestream event – August 6, 2025
104		Cover Page Interactive Data File (embedded within the XBRL document)

-1-

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: August 11, 2025

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

-2-

FAQ

What did Aditxt (ADTX) disclose in this 8-K?

Aditxt furnished a transcript of its CEO’s presentation at the Wall Street Reporter Next Super Stock livestream and included forward-looking statements about corporate initiatives.

Where can I find the transcript and recording for ADTX's presentation?

The transcript is filed as Exhibit 99.1, and an archived audio recording will be available for 30 days on Aditxt’s Investor Relations website at www.aditxt.com.

Does the filing mention any planned transactions for ADTX?

Yes. The filing explicitly references a proposed initial public offering of Pearsanta and Aditxt’s planned acquisition of Evofem as forward-looking matters.

Are the forward-looking statements in the filing guaranteed to occur?

No. The filing contains a caution that forward-looking statements are based on management assumptions and are subject to risks that may cause actual results to differ materially.

What exhibits were furnished with the filing?

Exhibit 99.1 (transcript of the livestream presentation) and Exhibit 104 (cover page interactive data file) were furnished.