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:
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
On May 29, 2026, Amro Albanna notified the Company of his decision
to resign as Chief Executive Officer of Aditxt, Inc. (the “Company”), and on May 30, 2026, Mr. Albanna resigned as a member
of the Company’s Board of Directors (the “Board”), effective immediately. On May 31, 2026, the Board accepted Mr. Albanna’s
resignation as Chief Executive Officer, effective as of such date. Mr. Albanna’s resignation as a director was not the result of
any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
On May 31, 2026, Shahrokh Shabahang resigned as a member of the Board,
effective immediately. Dr. Shabahang’s resignation was not the result of any disagreement with the Company on any matter relating
to the Company’s operations, policies, or practices. Dr. Shabahang continues to serve as the Company’s Chief Innovation Officer.
On May 31, 2026, Rowena Albanna notified the Company of her decision
to resign as Chief Operating Officer of the Company, effective June 5, 2026.
On May 31, 2026, the Board appointed Jeffrey M. Busch, age 68, to serve
as Interim Chief Executive Officer of the Company, effective as of such date.
Mr. Busch has served as Chief Executive Officer of Ignite Proteomics
LLC, a wholly owned subsidiary of the Company, since March 2026. From June 2014 to June 2025, Mr. Busch served as Founder, Chairman and
Chief Executive Officer of Global Medical REIT Inc. (NYSE: GMRE), a healthcare real estate company that he founded and took public on
the New York Stock Exchange. Since 1999, Mr. Busch has also served as Founder, President and Chief Executive Officer of Safe Blood International
Foundation, a global public health organization. Over the course of more than three decades, Mr. Busch has held director and senior executive
roles across a number of biotechnology, diagnostics, and medical technology companies, and previously held two U.S. presidential appointments,
including service as a United States Delegate to the United Nations in Geneva and as Assistant to the Secretary of the U.S. Department
of Housing and Urban Development. Mr. Busch holds a J.D. from Emory University School of Law and an M.P.A. and a B.S. in Business from
New York University.
There are no arrangements or understandings between Mr. Busch and any
other person pursuant to which he was appointed as Interim Chief Executive Officer. There are no family relationships between Mr. Busch
and any director or executive officer of the Company. There are no transactions, or proposed transactions, to which the Company is or
was a participant and in which Mr. Busch has a material interest that would be required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
In connection with his appointment as Interim Chief Executive Officer,
the Company intends to enter into an interim employment arrangement with Mr. Busch providing for an annual base salary of $500,000. The
material terms of such arrangement had not been finalized as of the date of this Current Report on Form 8-K. The Company will file an
amendment to this Current Report on Form 8-K containing the information required by Item 5.02(c)(3) within four business days after the
material terms of Mr. Busch’s compensatory arrangement are determined.
On May 31, 2026, the Board appointed Brian Brady, an independent director
of the Company, to serve as non-executive Chairman of the Board, effective as of such date.
On June 1, 2026, the Company issued a press release
announcing the matters described in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is furnished as
Exhibit 99.1 hereto.
The information furnished under this Item 7.01, including Exhibit 99.1,
shall not be deemed “filed” for 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, and shall not be deemed incorporated by reference into any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
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.
Exhibit 99.1
ADITXT,
INC. (NASDAQ: ADTX)
PRESS RELEASE
FOR IMMEDIATE RELEASE
Aditxt,
Inc. Appoints Jeffrey M. Busch as Interim Chief Executive Officer; Founder and Former CEO of $1B NYSE Enterprise Which Delivered
~8.5% Dividends to Shareholders
Seasoned executive who founded and built a NYSE-listed healthcare
real estate company to over $1 billion in enterprise value — delivering an average dividend yield of approximately 8.5% to shareholders
— brings capital markets depth, healthcare sector expertise, and commercial discipline to lead Aditxt’s next chapter of revenue-driven
growth.
Mountain View, California — June 1, 2026
— Aditxt, Inc. (Nasdaq: ADTX)(“Aditxt” or the “Company”), a life sciences platform company
accelerating promising health innovations, today announced the appointment of Jeffrey M. Busch as Interim Chief Executive Officer of
Aditxt, Inc., effective May 31, 2026. Mr. Busch, who has served as Chief Executive Officer of Aditxt’s CLIA-certified
precision oncology diagnostics subsidiary Ignite Proteomics, LLC (“Ignite”) since March 2026, will now lead the full
Aditxt enterprise as it executes an accelerated commercialization strategy centered on Ignite’s precision oncology diagnostics
platform. Mr. Busch simultaneously continues in his role as CEO of Ignite.
The Board of Directors expressed its deep appreciation
for the contributions of outgoing CEO Amro Albanna, who resigned as CEO, from the Company’s Board and from all positions with the
Company’s subsidiaries. Mr. Albanna co-founded Aditxt and led the Company through its founding vision, public listing, and acquisition
strategy, including the addition of Ignite to the Aditxt portfolio. Mr. Albanna’s scientific conviction and entrepreneurial persistence
established the foundation upon which the Company’s next chapter will be built. The Board wishes him well in his future endeavors.
“Jeff
brings exactly the combination of skills this moment requires: public company leadership, capital markets credibility, deep healthcare-sector
expertise, and a track record of building shareholder value in a regulated, mission-driven environment. We are confident that under his
leadership, Aditxt will accelerate the commercial trajectory of Ignite Proteomics while ensuring that every decision reflects our responsibility
to patients, partners, employees, and investors alike.”
— Brian Brady, Chairman of the Board, Aditxt,
Inc.
About Jeffrey M. Busch
Mr. Busch is the Founder, Chairman, and former
Chief Executive Officer of Global Medical REIT, Inc. (NYSE: GMRE), now Chiron Real Estate, Inc. (NYSE: XRN), a NYSE-listed net-lease healthcare
real estate investment trust that he founded and built to over $1 billion in enterprise value. Throughout his tenure as CEO, Mr. Busch
maintained a consistent and disciplined dividend program, delivering an average annual dividend yield of approximately 8.5% to common
shareholders — a track record that reflects both his commitment to capital stewardship and his ability to build institutional-grade
infrastructure within a regulated, healthcare-focused business environment.
A graduate of the New York University Stern School
of Business with a Bachelor of Science in Business, Mr. Busch also holds a Master of Public Administration specializing in health policy
from New York University and a Juris Doctor from Emory University. His academic foundation spans law, business, and health policy —
a rare combination that has informed both his regulatory approach and his commercial strategy throughout a career at the intersection
of healthcare and capital markets.
Earlier in his career, Mr. Busch served as a congressional
aide before being appointed by two United States Presidents to serve in their administrations, including as a United States Delegate to
the United Nations in Geneva. Since 2001, he has served as President of the Safe Blood International Foundation, overseeing the establishment
of medical facilities in 35 developing nations — programs funded by the CDC, USAID, ExxonMobil, and the Gates Foundation. This global
health mission underscores a career defined not only by financial performance, but by a genuine commitment to expanding access to life-saving
medical care.
“Aditxt and Ignite sit at
one of the most important intersections in modern medicine — precision diagnostics and patient-centered oncology care. With approximately
40% of cancer drugs not working for the patients they are prescribed to, the clinical imperative behind what Ignite does could not be
more clear. My focus will be on translating that clinical imperative into a commercially excellent, financially disciplined, and patient-first
organization. We have a Medicare-reimbursed platform, growing clinical validation, established research partnerships, and a large and
expanding addressable market. The work ahead is to build on that foundation with urgency and accountability — to our patients, to
our people, and to our shareholders.”
— Jeffrey M. Busch, Interim Chief
Executive Officer, Aditxt, Inc.
Strategic Priorities Under New
Leadership
Under Mr. Busch’s leadership, Aditxt intends to
advance the following core strategic priorities:
| ● | Patients
First, Always. Every strategic and operational decision will be evaluated against a single standard: “does it serve patients
and improve their lives?”. This commitment is non-negotiable and will govern the Company’s culture, capital allocation, and commercial
behavior. |
| ● | Revenue-Driven
Innovation. Aditxt will pursue clinical innovation and commercial performance with equal discipline — deepening the clinical
evidence base that supports Ignite’s RPPA platform while simultaneously building the revenue infrastructure necessary to fund continued
R&D and sustain the Company’s mission long-term. |
| ● | Responsibility
to All Stakeholders. The Company will operate with full transparency and financial discipline — meeting its obligations to
employees, clinical partners, vendors, and shareholders, and building an organization worthy of the trust placed in it by every constituency
it serves. |
| ● | Capital
Market Engagement. Drawing on Mr. Busch’s experience building and sustaining a NYSE-listed public company, Aditxt will pursue proactive
investor relations, responsible capital stewardship, and strategic partnership development to support the Company’s growth trajectory
and enhance long-term shareholder value. |
About Aditxt, Inc.
Aditxt, Inc. (Nasdaq: ADTX) is a life sciences
platform company focused on accelerating promising health innovations. Through its subsidiary Ignite Proteomics, Aditxt operates a CLIA-certified
precision oncology diagnostics laboratory that uses Reverse Phase Protein Array (RPPA) technology to help physicians identify the most
effective cancer treatment for each individual patient. Ignite holds a Medicare PLA code and has established clinical collaborations with
leading cancer research institutions including Dana-Farber Cancer Institute and Vanderbilt University Medical Center.
About Ignite Proteomics
Ignite Proteomics is a CLIA-certified precision
oncology diagnostics company utilizing proprietary Reverse Phase Protein Array (RPPA) technology to deliver functional protein-level analysis
that guides cancer treatment selection. With Medicare reimbursement established through a dedicated PLA code and growing clinical validation
across multiple cancer types, Ignite is positioned to address one of oncology’s most persistent challenges: ensuring that the right patient
receives the right therapy at the right time.
Important Note Regarding Historical Dividend References
References in this press release to dividend yield, dividend history,
enterprise value, capital stewardship, shareholder value creation, or other historical performance metrics relate solely to Mr. Busch’s
prior service at Global Medical REIT, Inc., now Chiron Real Estate, Inc., and are provided only as biographical background regarding Mr.
Busch’s prior professional experience. Such references do not relate to Aditxt, Inc. and should not be understood as a statement,
projection, forecast, commitment, or indication that Aditxt intends to declare, pay, initiate, maintain, or recommend dividends or any
other distributions to stockholders.
Aditxt does not currently have a dividend policy and has no current
plan or intention to declare or pay cash dividends or other distributions to stockholders. Any future determination regarding dividends,
if ever considered, would be subject to the discretion and approval of Aditxt’s Board of Directors and would depend on, among other
things, Aditxt’s financial condition, operating results, capital requirements, liquidity, contractual restrictions, applicable law,
and other factors the Board may deem relevant. Investors should not infer from Mr. Busch’s prior experience at another public company
that Aditxt will adopt any similar dividend, capital allocation, financing, investor relations, or shareholder return strategy.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws.
Forward-looking statements include all statements other than statements of historical fact, including, without limitation,
statements regarding Aditxt, Inc.’s expectations, plans, objectives, strategy, priorities, business outlook, leadership
transition, anticipated benefits of the appointment of Jeffrey M. Busch as Interim Chief Executive Officer, the expected impact of
Mr. Busch’s prior public company, healthcare, capital markets, operational, commercial, and strategic experience,
Aditxt’s ability to advance, commercialize, grow, finance, scale, or otherwise realize value from Ignite Proteomics or any of
Aditxt’s other businesses, assets, subsidiaries, platforms, technologies, products, services, intellectual property,
collaborations, clinical initiatives, regulatory strategies, reimbursement opportunities, market opportunities, investor relations
initiatives, capital markets activities, strategic partnerships, or other corporate objectives.
Forward-looking statements may include words such as “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “plan,” “potential,” “pursue,” “seek,” “should,” “target,”
“will,” “would,” “accelerate,” “advance,” “build,” “commercialize,”
“expand,” “enhance,” “execute,” “grow,” “improve,” “lead,” “support,”
“transform,” and similar words, phrases, or expressions, although not all forward-looking statements contain these identifying
words.
These forward-looking statements include, but
are not limited to, statements regarding Aditxt’s expectations concerning its new leadership structure; the Company’s
ability to transition successfully following the appointment of a new Interim Chief Executive Officer; the ability of the new
Interim Chief Executive Officer to implement any strategic, operational, commercial, financing, investor relations, capital
allocation, or other initiatives; the Company’s ability to execute an accelerated commercialization strategy centered on
Ignite Proteomics; the potential clinical utility, commercial opportunity, market demand, reimbursement potential, revenue
potential, scalability, validation, adoption, or competitive position of Ignite’s precision oncology diagnostics platform,
including its Reverse Phase Protein Array technology; the Company’s ability to maintain, utilize, expand, or benefit from CLIA
certification, Medicare reimbursement, PLA coding, clinical collaborations, research partnerships, institutional relationships, or
other commercial or regulatory infrastructure; the Company’s ability to generate revenue, improve financial discipline,
satisfy obligations to employees, vendors, clinical partners, investors, creditors, or other stakeholders, or create or enhance
long-term stockholder value; and any statements concerning patients, partners, employees, investors, capital markets engagement,
commercial discipline, transparency, accountability, stakeholder responsibility, addressable market, clinical need, or future
growth.
Historical references in this press release to Mr. Busch’s prior
professional experience, including references to enterprise value, dividend yield, dividend programs, capital stewardship, shareholder
value, public company leadership, healthcare-sector experience, capital markets experience, or the performance, strategy, capital allocation,
financing, dividend history, investor relations, or stockholder return profile of any company with which Mr. Busch was previously affiliated,
are provided solely for biographical and background purposes. Such references are not predictions, projections, guarantees, or indications
of Aditxt’s future performance, strategy, financial results, stock price, market capitalization, enterprise value, capital allocation,
financing activities, investor relations activities, dividend policy, or stockholder returns. Aditxt does not currently have a dividend
policy and has no current plan or intention to declare or pay dividends or other distributions to stockholders. Any future dividend or
distribution, if ever considered, would be subject to the discretion and approval of Aditxt’s Board of Directors and would depend
on numerous factors, including Aditxt’s financial condition, operating results, liquidity, capital requirements, contractual restrictions,
applicable law, and other considerations the Board may deem relevant. Investors should not place undue reliance on historical biographical
information regarding Mr. Busch’s prior experience or infer that Aditxt will adopt, implement, or achieve similar results, dividend
practices, capital allocation strategies, financing strategies, or shareholder return outcomes.
Forward-looking statements are based on current expectations, estimates,
assumptions, beliefs, and information available to Aditxt as of the date of this press release. These statements are subject to significant
risks, uncertainties, and other factors, many of which are outside Aditxt’s control, that could cause actual results, performance,
achievements, events, or circumstances to differ materially from those expressed or implied by the forward-looking statements. These risks
and uncertainties include, among others, risks related to Aditxt’s liquidity, capital resources, ability to continue as a going
concern, ability to obtain additional financing on acceptable terms or at all, ability to satisfy existing and future obligations, ability
to maintain compliance with Nasdaq listing standards, ability to manage leadership transitions, ability to retain and motivate key personnel,
ability to execute its business strategy, ability to commercialize or generate revenue from Ignite Proteomics or any other business line,
ability to maintain regulatory, laboratory, reimbursement, clinical, commercial, vendor, employee, and strategic relationships, market
acceptance of its products and services, competition, intellectual property protection, regulatory developments, healthcare reimbursement,
clinical validation, operational execution, macroeconomic conditions, capital markets conditions, and other risks described in Aditxt’s
filings with the Securities and Exchange Commission, including Aditxt’s most recent Annual Report on Form 10-K, Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K, and other SEC filings.
Forward-looking statements speak only as of the date they are made.
Aditxt undertakes no obligation to update, revise, or publicly release any update or revision to any forward-looking statement, whether
as a result of new information, future events, changes in expectations, or otherwise, except as required by law. Readers are cautioned
not to place undue reliance on any forward-looking statements.
Investor Relations
IR@aditxt.com
www.aditxt.com
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