Aditxt faces Nasdaq delisting after $1 bid breach

Rhea-AI Filing Summary

Aditxt, Inc. reported that Nasdaq staff has determined to delist its securities from The Nasdaq Capital Market after the company’s bid price stayed below $1.00 for 30 consecutive business days from March 24, 2026 through May 5, 2026, violating Nasdaq Listing Rule 5550(a)(2).

The company is not eligible for the usual 180‑day grace period because it has carried out reverse stock splits over the prior two years with a cumulative ratio of at least 250‑to‑1. Aditxt plans to request a hearing before a Nasdaq Hearings Panel, which will temporarily stay further delisting actions while it presents a plan to regain compliance. The company cautions there is no assurance the appeal or efforts to regain compliance will succeed.

Positive

• None.

Negative

• Nasdaq staff has determined to delist Aditxt’s securities from The Nasdaq Capital Market after a sustained bid price violation, and the company lacks the usual 180‑day compliance period due to extensive prior reverse stock splits.

Insights

Equity markets and listing standards analyst

Nasdaq has moved to delist Aditxt after a prolonged sub‑$1 share price, with only an appeal path remaining.

Nasdaq staff determined that Aditxt failed the minimum $1.00 bid requirement for 30 consecutive business days and initiated delisting from The Nasdaq Capital Market under Listing Rule 5550(a)(2). Because the company has already executed multiple reverse stock splits totaling at least 250‑to‑1 over two years, it does not qualify for the standard 180‑day cure period.

Aditxt intends to request a hearing before a Nasdaq Hearings Panel, which will stay further delisting steps during the process. The outcome hinges on the company’s ability to convince the panel it can meet continued listing standards, and the company explicitly notes there is no assurance the appeal will be successful.

8-K Event Classification

2 items: 3.01, 9.01

2 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Minimum bid price requirement: $1.00 per share Sub-$1.00 trading period: 30 consecutive business days Reverse split cumulative ratio: 250-to-1 or more

3 metrics

Minimum bid price requirement $1.00 per share Nasdaq Listing Rule 5550(a)(2) minimum bid price

Sub-$1.00 trading period 30 consecutive business days From March 24, 2026 through May 5, 2026

Reverse split cumulative ratio 250-to-1 or more Reverse stock splits over prior two-year period

Key Terms

Nasdaq Listing Rule 5550(a)(2), Bid Price Rule, Nasdaq Hearings Panel, reverse stock split, +1 more

5 terms

Nasdaq Listing Rule 5550(a)(2) regulatory

"the Company is not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price"

Bid Price Rule regulatory

"which requires listed securities to maintain a minimum bid price of $1.00 per share (the “Bid Price Rule”)"

Nasdaq Hearings Panel regulatory

"The Company intends to timely request a hearing before a Nasdaq Hearings Panel (the “Panel”) to appeal Nasdaq Staff’s determination."

A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

reverse stock split financial

"the Company has effected a reverse stock split over the prior one-year period and has effected one or more reverse stock splits"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

continued listing requirements regulatory

"its plan to regain compliance with Nasdaq’s continued listing requirements."

Rules a stock exchange sets that a publicly traded company must keep meeting to stay listed and tradable on that exchange, such as minimum share price, market value, timely financial reports, and basic governance practices. Like a club’s membership rules, they matter because falling short can lead to warnings, penalties or removal from the exchange, which can cut liquidity, hurt share value and increase the risk for investors.

FAQ

Why is Aditxt (ADTX) facing potential Nasdaq delisting?

Aditxt is facing potential Nasdaq delisting because its bid price stayed below $1.00 for 30 consecutive business days, breaching Nasdaq Listing Rule 5550(a)(2). Nasdaq staff therefore determined the company’s securities should be delisted from The Nasdaq Capital Market.

What Nasdaq rule did Aditxt (ADTX) violate with its share price?

Aditxt fell out of compliance with Nasdaq Listing Rule 5550(a)(2), known as the minimum bid price rule. This rule requires listed securities on The Nasdaq Capital Market to maintain a bid price of at least $1.00 per share over specified measurement periods.

Over what period did Aditxt’s stock trade below $1.00 per share?

Aditxt’s listed securities closed below $1.00 per share for 30 consecutive business days from March 24, 2026 through May 5, 2026. This continuous sub‑$1.00 trading triggered non‑compliance with Nasdaq’s minimum bid price requirement.

Why doesn’t Aditxt get a 180‑day grace period to fix its Nasdaq bid price?

Aditxt does not receive the usual 180‑day compliance period because Nasdaq Listing Rule 5810(c)(3)(A)(iv) excludes companies that effected one or more reverse stock splits over the prior two years with a cumulative ratio of at least 250 shares to one.

How is Aditxt (ADTX) responding to Nasdaq’s delisting determination?

Aditxt plans to timely request a hearing before a Nasdaq Hearings Panel to appeal the staff’s delisting determination. This request will stay additional delisting actions during the hearing process, though the company notes there is no assurance of a favorable outcome.

What uncertainty does Aditxt highlight regarding its Nasdaq listing status?

Aditxt states there can be no assurance it will succeed in its appeal, that the Nasdaq Hearings Panel will grant continued listing, or that it will regain or maintain compliance with applicable Nasdaq listing requirements, underscoring significant uncertainty around its future listing status.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): May 6, 2026

ADITXT, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-39336		82-3204328
(Commission File Number)		(I.R.S. Employer Identification No.)

2569 Wyandotte Street, Suite 101

Mountain View, California 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 per share		ADTX		The Nasdaq Stock Market LLC

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).

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 6, 2026, Aditxt, Inc. (the “Company”) received a Staff Determination letter (the “Staff Determination”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq Staff had determined to delist the Company’s securities from The Nasdaq Capital Market.

The Staff Determination stated that the bid price of the Company’s listed securities had closed at less than $1.00 per share over the previous 30 consecutive business days, from March 24, 2026 through May 5, 2026, and that, as a result, the Company is not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share (the “Bid Price Rule”).

The Staff Determination further stated that, although companies are typically afforded a 180-calendar day period to regain compliance with the Bid Price Rule, the Company is not eligible for any such compliance period pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv). Nasdaq Staff cited the fact that the Company has effected a reverse stock split over the prior one-year period and has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one. Specifically,

The Company intends to timely request a hearing before a Nasdaq Hearings Panel (the “Panel”) to appeal Nasdaq Staff’s determination. A timely hearing request will stay any further delisting actions through the Hearing process. At the hearing, the Company expects to present its plan to regain compliance with Nasdaq’s continued listing requirements. There can be no assurance that the Company will be successful in its appeal, that the Panel will grant the Company’s request for continued listing, or that the Company will be able to regain or maintain compliance with any applicable Nasdaq listing requirements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the XBRL document)

1

SIGNATURES

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.

ADITXT, INC.
Date: May 8, 2026
By:	/s/ Amro Albanna
Name:	Amro Albanna
Title:	Chief Executive Officer

2

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB