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

Rhea-AI Filing Summary

Federal Agricultural Mortgage Corporation (Farmer Mac) filed a Form 8-K disclosing a leadership change in its finance organization. On 8 July 2025, Executive Vice President & Chief Financial Officer (CFO) Aparna Ramesh notified the company she will resign effective 31 July 2025 to pursue another opportunity. The company states the departure is not related to any disagreement over accounting, reporting, internal controls or operations.

The Board has engaged an executive search firm to conduct a nationwide search for a permanent successor. In the interim, beginning 1 August 2025, Gregory N. Ramsey—currently Vice President & Chief Accounting Officer—will assume the role of principal financial officer. Ramsey, 61, has served as Farmer Mac’s principal accounting officer since 2013 and previously filled the interim CFO role from July 2019 to January 2020. No new compensatory arrangements were announced, and the filing reports no related-party transactions.

While a senior-level departure can introduce short-term uncertainty, the appointment of an experienced internal executive and the absence of accounting disputes help contain governance risk. There is no immediate financial impact disclosed, and all other terms of the company’s securities remain unchanged.

Positive

• Orderly transition: experienced internal executive appointed interim CFO, limiting disruption
• No accounting disagreements: company affirms resignation unrelated to financial reporting or controls

Negative

• Leadership turnover: Departure of CFO introduces uncertainty until a permanent successor is found

Insights

Corporate Governance Expert

TL;DR: CFO exit poses governance risk but orderly transition and experienced interim limit impact; search for permanent CFO underway.

The sudden loss of a sitting CFO is typically viewed as an elevated governance concern because it creates potential gaps in strategic financial oversight and investor communication. However, Farmer Mac mitigates this risk by (1) clarifying that the resignation is voluntary and unrelated to accounting disagreements, (2) appointing a seasoned, internally-groomed executive with prior interim CFO experience, and (3) launching an immediate nationwide search. The absence of new compensation packages or related-party issues keeps cost and compliance exposure low. Overall, I view the development as neutral: investors should monitor the duration of the search and assess whether the next CFO brings strategic value.

Sell-Side Financial Analyst

TL;DR: Minimal near-term financial impact; watch for guidance changes once permanent CFO is named.

This 8-K is operational rather than financial. There is no guidance revision or balance-sheet implication. Mr. Ramsey’s continuity as chief accounting officer reduces risk to reporting timelines and audit readiness, suggesting Q3 filings remain on schedule. Any material impact will hinge on the profile of the eventual permanent CFO and strategic shifts they might introduce. For now, I classify the disclosure as neutral from a valuation standpoint.

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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): July 8, 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 July 8, 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: (1) the risk that the Company’s currently proposed transaction with Evofem may not be completed in a timely manner or at all, which may adversely affect the price of the Company’s securities; (2) the failure to satisfy the conditions to the closing of the transaction with Evofem, including the approval by the stockholders of Evofem; (3) the ability to realize the anticipated benefits of the proposed transaction with Evofem; and (4) 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.

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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 – July 8, 2025
104		Cover Page Interactive Data File (embedded within the XBRL document)

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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: July 10, 2025

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

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FAQ

Why did Federal Agricultural Mortgage Corporation (AGM) CFO Aparna Ramesh resign?

The 8-K states that Ms. Ramesh resigned effective 31 July 2025 to pursue another opportunity and that her departure is not related to accounting or operational disagreements.

Who is replacing the AGM CFO on an interim basis?

Gregory N. Ramsey, the company’s Vice President & Chief Accounting Officer, will assume CFO duties starting 1 August 2025.

Does the CFO change affect Farmer Mac’s financial reporting?

The filing indicates no impact on accounting practices or internal controls; Ramsey has served as principal accounting officer since 2013 and previously acted as interim CFO.

Is Farmer Mac (AGM) offering additional compensation to the interim CFO?

No. The company disclosed that no new compensatory arrangement was entered into in connection with Mr. Ramsey’s appointment.

When will Farmer Mac appoint a permanent CFO?

The Board has hired an executive search firm and will conduct a nationwide search, but no specific timeline was provided.