Aditxt, Inc. SEC Filings

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.

HRT Financial LP, a ten percent owner of Aditxt, Inc., reported mixed trading in the company’s common stock. On June 4, 2026, it made an open-market purchase of 843,622 shares at $0.076 per share. On June 5, 2026, it executed an open-market sale of 735,462 shares at $0.062 per share. After these transactions, HRT Financial LP reported holding 0 shares of Aditxt common stock directly.

HRT FINANCIAL LP filed an initial Form 3 as a more than ten percent owner of Aditxt, Inc. common stock. The filing reports direct beneficial ownership of 505,302 shares of Common Stock, establishing this baseline position but does not show any recent purchase or sale activity.

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 asking stockholders to approve a proposal that would permit the board to effect one or more reverse stock splits of common stock at ratios between 1-for-[●]1-for-[●][●], 2027. The proposal would also give the board discretion over the treatment of fractional shares, including paying cash or rounding up to the next whole share.

The board frames the proposal as a step to regain compliance with Nasdaq Listing Rule 5550(a)(2) (the $1.00 minimum bid requirement) and to permit the board flexibility to set the exact ratio and timing; stockholder approval would permit, but not require, the board to implement the Reverse Stock Split.

Aditxt, Inc. reported minimal Q1 2026 revenue of $12,159 from sales while operating expenses of $4.36M drove a net operating loss of $4.36M. A large non-cash loss from a jump in derivative liabilities lifted total net loss to $16.19M.

Cash fell to $268,852 at March 31, 2026 after $4.58M was used in operating activities, leaving a stockholders’ equity deficit of $35.17M. Management states there is substantial doubt about the company’s ability to continue as a going concern and is relying on new financings, including recent high-cost notes and preferred stock, to fund 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.