Every 8-K that Aditxt Inc (ADTX) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow ADTX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ADTX filings page.
Aditxt, Inc. (ADTX) reported that on August 12, 2026 it entered into a Stock Purchase Agreement under which MDNA Holdings Inc. acquired substantially all of the outstanding shares of Aditxt’s majority‑owned subsidiary, Pearsanta, Inc. The buyer assumed Pearsanta liabilities reflected, reserved against or specifically disclosed in the closing statement, excluding intercompany balances between Aditxt and Pearsanta and any liabilities expressly retained by Aditxt. As additional consideration, Pearsanta agreed to pay Aditxt a 2.5% royalty on Net Revenue starting from the first commercial sale of any Pearsanta product or service and continuing until the earlier of ten years or aggregate royalties of $2,500,000. Pearsanta will also make milestone payments to Aditxt of $250,000 after completing a financing of at least $10,000,000 and $250,000 following an IPO, reverse merger, merger, acquisition, change of control or sale of substantially all of Pearsanta’s assets.
Aditxt, Inc. entered into Amendment No. 2 to its Note Purchase Agreement on July 16, 2026, with its wholly owned subsidiary Ignite Proteomics LLC and the investors. The amendment admits a new investor, cancels one previously issued senior secured note and provides for the issuance of two Additional Notes.
The cancelled note's original principal equals the aggregate original principal of the two Additional Notes, so the total original principal of senior secured notes under the agreement does not change. These notes are secured by substantially all assets of Ignite under a Security Agreement and by a pledge of all Ignite equity held by Aditxt. The Additional Notes were sold in an unregistered offering relying on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, with each investor representing accredited status and investment intent.
Aditxt, Inc. received notice that a Nasdaq Hearings Panel has denied its request to remain listed, and its common stock will be suspended from trading on Nasdaq at the open on June 25, 2026, pending delisting.
The decision follows prior findings that Aditxt violated the minimum $1.00 bid price requirement for 30 consecutive business days and reported stockholders’ equity of $(35,174,386) as of March 31, 2026, far below the $2,500,000 Nasdaq equity requirement. The Panel also cited seven reverse stock splits, continued losses of about $5 million per quarter, and skepticism about a proposed $150 million SPAC transaction for its Ignite Proteomics subsidiary as reasons not to grant an exception.
Aditxt, Inc. expanded its senior secured convertible note financing to an aggregate original principal amount of $6,254,355.17 under an amended note purchase agreement with investors.
The company and its subsidiary Ignite Proteomics LLC issued an additional $769,230.77 in original principal amount of notes for a cash purchase price of $500,000.00, secured by substantially all Ignite assets and a pledge of Aditxt’s equity in Ignite.
The additional notes were sold as unregistered securities under Section 4(a)(2) and Rule 506(b) of Regulation D, and Aditxt had 997,976,543 common shares outstanding as of June 22, 2026.
Aditxt, Inc. disclosed that its wholly owned subsidiary Ignite Proteomics signed a Business Combination Agreement with Copley Acquisition Corp, a special purpose acquisition company, to take Ignite public via a new holding company listed on the NYSE.
The deal values Ignite at an implied equity value of $150,000,000, with Ignite equity holders receiving Pubco common stock based on a $10.00 per share reference price. After closing, Ignite and the SPAC will become wholly owned subsidiaries of Pubco, while Aditxt is expected to remain a separate Nasdaq-listed company holding Ignite’s value through its current ownership.
Aditxt, Inc. entered into a new financing arrangement by signing a Note Purchase Agreement with investors and its wholly owned subsidiary, Ignite Proteomics LLC. The parties issued senior secured convertible notes with an aggregate original principal amount tied to $725,000 in cash proceeds plus the outstanding obligations under prior notes, subject to a 35% original issue discount.
Earlier notes with original principal amounts of $3,194,444.44 and $1,250,000 were consolidated into this new series. To secure the notes, Ignite granted a security interest over substantially all of its assets, and Aditxt pledged its equity in Ignite. The notes were sold in a private placement to accredited investors under Section 4(a)(2) and Rule 506(b) of Regulation D.
Aditxt, Inc. reported the immediate resignations of two key leaders. On June 2, 2026, Christopher J. Porcelli resigned as General Counsel, Chief People Officer and Corporate Secretary, and the Board accepted his resignation the same day. Also on June 2, 2026, Brian Brady resigned as non-executive Chairman of the Board and as a director, effective immediately. The company states that Mr. Brady’s resignation was not due to any disagreement regarding operations, policies, or practices, although he had been chair of the Audit Committee and a member of both the Compensation and Nominating and Corporate Governance Committees.
Aditxt, Inc. announced a major leadership transition, with co-founder Amro Albanna resigning as Chief Executive Officer and director and Rowena Albanna resigning as Chief Operating Officer. Director Shahrokh Shabahang also resigned from the Board but remains Chief Innovation Officer.
The Board appointed Jeffrey M. Busch, age 68, as Interim Chief Executive Officer effective May 31, 2026, and named Brian Brady non-executive Chairman of the Board. Aditxt plans an interim employment arrangement for Mr. Busch that includes a $500,000 annual base salary, with full terms to be disclosed in a later filing.
The company highlighted Mr. Busch’s prior experience founding and leading Global Medical REIT to over $1 billion in enterprise value with an average 8.5% dividend yield, and stated that Aditxt does not currently have a dividend policy or plans to pay dividends.
Aditxt, Inc. reports that Nasdaq has notified the company it no longer meets key continued listing standards. Based on its Form 10-Q for the period ended March 31, 2026, the company reported stockholders’ equity of $(35,174,386), far below Nasdaq’s $2,500,000 minimum stockholders’ equity requirement.
The company already faces a prior delisting determination for failing the minimum bid price rule, with a Nasdaq Hearings Panel session set for June 11, 2026. Aditxt has also determined it is out of compliance with the $1,000,000 Market Value of Publicly Held Shares requirement. The company cautions that potential delisting and limited access to capital raise substantial doubt about its ability to continue as a going concern and could ultimately force it to discontinue operations.
Aditxt, Inc. is implementing a 1-for-27 reverse stock split of its common stock to address Nasdaq’s minimum bid price requirement. The split becomes effective at 4:01 p.m. Eastern Time on May 15, 2026, with split-adjusted trading on Nasdaq beginning May 18, 2026 under the symbol ADTX.
Each 27 issued and outstanding shares will be combined into 1 share, with fractional shares rounded up. Authorized share count and par value remain unchanged, and stock options, restricted stock units, warrants, and plan reserves will be proportionally adjusted. Shares outstanding are expected to move from approximately 13,773,321 to approximately 510,123.
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.
Aditxt, Inc. held its 2026 virtual annual stockholder meeting with 294,398 common shares represented, equal to 34.17% of shares outstanding as of March 26, 2026, establishing a quorum. Stockholders elected five directors, each to serve until the 2027 annual meeting.
They ratified dbbmckennon as independent registered public accounting firm for the year ending December 31, 2026, and approved, on an advisory basis, the compensation of named executive officers. Stockholders also provided advisory input on how often to hold future executive pay votes.
Importantly, stockholders granted the board discretionary authority to implement a reverse stock split of common stock at a ratio between 1-for-2 and up to 1-for-250 within one year of approval, and authorized potential adjournment of the meeting to solicit additional proxies if needed.
Aditxt, Inc. entered into a financing deal by issuing and selling senior unsecured promissory notes with an aggregate original principal amount of $1,250,000 to accredited investors for a purchase price of $1,000,000, reflecting a $250,000 original issue discount. The Notes bear 10% annual interest, payable monthly, and are scheduled to mature on September 30, 2026. If Aditxt sells common stock through an at-the-market offering or equity line of credit, all such gross proceeds, net of specified expenses, must be used weekly to redeem the Notes at 120% of the amount redeemed. Upon an event of default, holders can require redemption at 125% of the redeemed amount, and a bankruptcy event triggers immediate payment of 125% of all outstanding principal, interest and late charges, alongside restrictive covenants after maturity.
Aditxt, Inc. filed an amended current report to add full financial statements for its acquisition of Ignite Proteomics LLC and related unaudited pro forma consolidated financials. The deal consideration includes 36,000 shares of Series A-2 Convertible Preferred Stock with an aggregate stated value of $36.0 million.
Ignite’s audited results show modest 2025 revenue of $43,539 and a net loss of $5,701,059, leading to a member’s deficit of $6,807,109 and a going concern warning due to recurring losses and negative operating cash flows. Pro forma balance sheets record preliminary goodwill of $36,551 (in thousands of dollars) related to the transaction.
Aditxt, Inc. reports that Nasdaq has determined the company is back in compliance with its continued listing standards under Nasdaq Listing Rule 5550(b)(1). This decision is based on Aditxt’s Form 10-K, which shows stockholders’ equity of $3,953,682, and Nasdaq has closed the matter.
Aditxt, Inc. increased the maximum aggregate offering price of its at-the-market common stock program to $53,398,964 under its Sales Agreement with H.C. Wainwright & Co.
This includes an additional $36,800,000 of capacity, on top of approximately $21,257,000 of common stock already sold under the agreement, and is supported by a new prospectus supplement and related legal opinion filed as an exhibit.
Aditxt, Inc. entered into a definitive agreement to acquire Ignite Proteomics, LLC, obtaining 100% of Ignite’s equity plus $475,000 in cash in exchange for 36,000 shares of newly created Series A-2 Convertible Preferred Stock with an aggregate stated value of $36,000,000.
The preferred shares convert into common stock at a Conversion Price of $2.731 per share, subject to adjustments and a 9.99% beneficial ownership cap, and may be redeemed by Aditxt at 100% of the conversion amount. On March 11, 2026, Aditxt also issued 10% original issue discount promissory notes with aggregate principal of $3,194,444.44, providing $2,875,000 in funding at 6% annual interest (rising to 12% on default) and maturing nine months after issuance.
The company believes the Ignite transaction has increased its stockholders’ equity above $2.5 million, which would bring it back into compliance with Nasdaq’s stockholders’ equity listing requirement, and is awaiting Nasdaq’s formal confirmation.
Aditxt, Inc. is implementing a 1-for-8 reverse stock split of its common stock to address Nasdaq’s minimum bid price requirement. The company filed a certificate of amendment in Delaware, with the split effective at 4:01 p.m. Eastern Time on March 6, 2026.
Beginning when Nasdaq opens on March 9, 2026, Aditxt’s shares will trade on a split-adjusted basis under the existing symbol ADTX with a new CUSIP number 007025877. Every 8 issued and outstanding common shares will be combined into 1 share, with fractional shares rounded up.
Immediately after the reverse split becomes effective, Aditxt expects to have approximately 517,856 shares of common stock outstanding. Outstanding stock options, restricted stock units, and warrants, as well as plan reserves, will be proportionately adjusted in both share count and exercise price.
Aditxt, Inc. held a reconvened special meeting of stockholders on February 13, 2026, after adjourning the original January 30, 2026 virtual meeting to allow more time for voting. A total of 516,567 shares of common stock, representing 33.39% of the voting authority, were present virtually, in person, or by proxy, which constituted a quorum.
Stockholders voted on several matters, with detailed results reported for each item, including votes for, against, abstain, and broker non-votes. One proposal received 455,456 votes for and 40,462 against, and another received 424,426 votes for and 75,505 against, indicating substantial participation across the agenda items.
Aditxt, Inc. adjourned its special stockholder meeting to February 13, 2026 to allow more time for voting on several key proposals affecting its capital structure and corporate identity.
Stockholders are being asked to approve issuances of common stock underlying Series A-1 and Series C-1 preferred shares and related warrants, a new 2025 Employee Stock Purchase Plan, and an amendment to the 2021 Omnibus Equity Incentive Plan to increase issuable shares to 350,000. They are also considering an advisory vote on changing the company’s name to bitXbio, Inc. and granting the board discretion to implement a reverse stock split between 1-for-5 and 1-for-250 within one year of approval.
Aditxt, Inc. reported that Nasdaq has granted extra time to regain compliance with Nasdaq Listing Rule 5550(b), which requires minimum stockholders’ equity of $2,500,000, a market value of listed securities of $35,000,000, or net income of $500,000 in certain periods.
The extension depends on Aditxt completing financing transactions and, on or before May 15, 2026, filing a public report with the SEC and Nasdaq explaining how it believes it satisfies the stockholders’ equity requirement, potentially including a recent pro forma balance sheet.
If Aditxt does not show compliance with the rule when it files its periodic report for the period ending June 30, 2026, its shares may be delisted from Nasdaq, although the company would be able to appeal any delisting determination to a Nasdaq Hearings Panel. The company cautions there is no assurance it will regain or maintain compliance.
Aditxt, Inc. reported that on November 18, 2025 it issued a press release describing its bitXbio™ strategy and announcing the filing of a preliminary proxy statement on Schedule 14A for a special meeting of stockholders. The proxy statement includes proposals related to the Company’s Employee Stock Purchase Plan and a non-binding advisory vote on amending its Certificate of Incorporation to change the corporate name from “Aditxt, Inc.” to “bitXbio, Inc.” The press release is included as Exhibit 99.1 and incorporated by reference.
Aditxt, Inc. (ADTX) approved a 1-for-113 reverse stock split of its issued and outstanding common stock. The split becomes effective at 4:01 p.m. Eastern Time on October 31, 2025, and shares will begin trading on a split-adjusted basis on November 3, 2025. The stated purpose is to bring the company into compliance with Nasdaq’s minimum bid price requirement.
The reverse split does not change the number of authorized shares or the $0.001 par value. Exercise prices and share amounts for outstanding options, restricted stock units, warrants, and plan reserves will be adjusted proportionately, and any fractional shares will be rounded up to the next whole share. The stock will continue trading under the ticker ADTX, and has been assigned a new CUSIP number 007025885.
Aditxt, Inc. reported that Evofem Biosciences terminated the parties’ Amended and Restated Agreement and Plan of Merger, effective immediately. Evofem cited Section 8.1(b)(ii) (the end date having passed) and Section 8.1(b)(iv) (failure to obtain shareholder approval at the October 20, 2025 special meeting) as the bases for termination.
The company stated that no termination fee or other early-termination penalty is payable by Aditxt in connection with a termination under those sections. Certain provisions survive, including the parties’ Non‑Disclosure Agreement dated October 23, 2023. Aditxt is reviewing the notice and evaluating its rights and remedies under the Merger Agreement and applicable law.
Aditxt, Inc. appointed Christopher J. Porcelli as its General Counsel, Chief People Officer and Corporate Secretary, effective September 30, 2025. Under his offer letter, he will receive an annual base salary of $350,000, with employment on an at-will basis and eligibility to participate in employee benefit plans generally available to senior executives. The offer also includes an initial equity award under Aditxt’s equity incentive plan, subject to Compensation Committee approval, which is expected to vest over three years based on continued service. The company plans to file the full offer letter as an exhibit to its next periodic report.
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.
Aditxt, Inc. issued senior unsecured notes totaling an aggregate original principal amount of $212,500 for a purchase price of $170,000, producing an original issue discount of $42,500. The Notes pay interest at 10% per annum and mature on September 30, 2025. The Notes include standard events of default.
The company agreed that 100% of gross proceeds from any future at-the-market offering, equity line or similar sales of common stock received on or after the note date must be used to repay the Notes. After the Maturity Date and until the Notes are satisfied, the company is prohibited from taking certain actions, including incurring additional indebtedness, redeeming capital stock, or declaring or paying dividends.
Aditxt, Inc. reported amendments to its merger agreement with Evofem Biosciences and outlined a series of parent equity investments tied to that transaction. The company agreed to purchase incremental shares of Evofem's Series F-1 Preferred Stock in staged investments: $500,000 on or before July 12, 2024, $500,000 on August 9, 2024, a later-scheduled Third investment that was amended several times and ultimately adjusted to $720,000 with an October 2, 2024 target, and a Fourth investment increased to $2.28 million with later deadlines moved into late 2024 and 2025. Multiple amendments also extended the merger End Date to September 30, 2025, and the parties agreed Evofem will use commercially reasonable efforts to hold the Company Shareholders Meeting no later than September 26, 2025. The Company additionally agreed to invest $1,500,000 in Evofem no later than April 7, 2025 in exchange for additional F-1 Preferred Stock and/or, at the Company's option, senior subordinated notes.
Aditxt, Inc. filed a sixth amendment to a prior current report to add more detailed financial information related to its acquisition of Evofem Biosciences. This amendment includes Evofem’s unaudited condensed consolidated financial statements as of June 30, 2025 and December 31, 2024, and results for the three and six months ended June 30, 2025 and 2024. It also provides unaudited pro forma condensed consolidated combined financial information for Aditxt and Evofem for the six months ended June 30, 2025, showing how the combined company’s finances would have looked over that period.
The company notes that the pro forma information is for informational purposes only and is not a prediction of future performance. This amendment does not change any other part of the original report or discuss new developments at Aditxt or its subsidiaries beyond supplying these Evofem-related financial statements.
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.
Aditxt, Inc. (ADTX) disclosed two board members, Dr. Jeffrey Runge and Saundra Pelletier, will not stand for reelection at the 2025 Annual Meeting but will continue to serve until their terms expire. The company stated these decisions were not due to any disagreements with the company on operations, policies or practices.
The Board set the 2025 Annual Meeting for September 16, 2025 to be held virtually, with a record date of August 8, 2025. Because the meeting date changed by more than 30 days from last year, the prior proxy-statement nomination deadline no longer applies; the company established a submission deadline of August 18, 2025 for Rule 14a-8 proposals and for director nominations.
The filing also notes governance changes: the Board will be reduced from seven to five members after the meeting, and the company reiterated that Ms. Pelletier is expected to be appointed to the Board and as President of Adifem following the closing of the previously disclosed merger with Evofem per the Amended and Restated Merger Agreement dated July 12, 2024. The report includes a cautionary note that the proposed transaction may not be completed and lists related risks.
Aditxt has reported several significant financial transactions in this 8-K filing. Two senior executives provided short-term loans to the company: CEO Amro Albanna ($90,000) and CIO Shahrokh Shabahang ($100,000). These unsecured promissory notes carry a 7.5% interest rate and are due by July 20, 2025.
Additionally, the company issued a warrant to an unnamed consultant as part of a new marketing services agreement. Key warrant terms include:
- Right to purchase up to 600,000 shares of common stock
- Exercise price of $2.00 per share
- Two-year term
- Ownership limitation of 4.99% (or 9.99% at holder's election)
Both the promissory notes and warrant were issued under Section 4(a)(2) Securities Act exemption. The company, listed on Nasdaq as ADTX, is classified as an emerging growth company. These transactions suggest potential cash flow challenges and efforts to enhance investor relations.