Investment firm Takeover Time 2026 LLC (ADTX) discloses 10.9% Aditxt stake

Rhea-AI Filing Summary

Takeover Time 2026 LLC filed a Schedule 13D reporting a significant equity position in Aditxt, Inc. (ADTX). The firm beneficially owns 3,420,439 shares of common stock, which it estimates to represent 10.9% of the class based on the best information currently available.

The reporting person states it acquired the shares on June 12, 2026 for investment purposes using its working capital, paying an aggregate purchase price of approximately $50,000, excluding commissions and other costs. It currently has no plans or proposals to change or influence control of Aditxt, but may buy or sell shares or engage with the company in the future depending on market conditions and other factors. Takeover Time 2026 LLC reports sole voting and dispositive power over all 3,420,439 shares and notes the actual ownership percentage may be higher, as the issuer’s most recently disclosed share count appears stale.

Insights

Equity ownership and governance analyst

New 10%+ holder in Aditxt, framed as passive investment.

Takeover Time 2026 LLC reports beneficial ownership of 3,420,439 Aditxt common shares, estimated at 10.9% of the class. The position was acquired on June 12, 2026 for approximately $50,000 using the firm’s working capital.

The filer characterizes the stake as being for investment purposes and explicitly states it has no current plans or proposals to change or influence control. It also discloses sole voting and dispositive power over the shares, which means it alone decides how to vote or sell this position.

The percentage interest is based on public share count data that the filer views as stale, so the actual ownership share may be higher once issuer or transfer agent records are confirmed. Future filings may clarify the precise percentage or reveal any shift from purely investment intent toward more active engagement.

Key Figures

Shares beneficially owned: 3,420,439 shares Ownership percentage: 10.9% Aggregate purchase price: $50,000 +3 more

6 metrics

Shares beneficially owned 3,420,439 shares Aditxt common stock beneficially owned by Takeover Time 2026 LLC

Ownership percentage 10.9% Estimated percent of Aditxt common stock class based on available data

Aggregate purchase price $50,000 Approximate cost of acquiring 3,420,439 Aditxt shares, excluding commissions

Sole voting power 3,420,439 shares Shares over which Takeover Time 2026 LLC has sole voting authority

Sole dispositive power 3,420,439 shares Shares over which Takeover Time 2026 LLC controls disposition

Transaction date June 12, 2026 Date of purchase of 3,420,439 Aditxt shares

Key Terms

beneficially owns, sole voting power, sole dispositive power, working capital, +1 more

5 terms

beneficially owns financial

"Reporting Person beneficially owns 3,420,439 shares of Common Stock."

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

sole voting power financial

"The Reporting Person has sole voting power and sole dispositive power"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power financial

"The Reporting Person has sole voting power and sole dispositive power"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

working capital financial

"Shares of Common Stock reported herein were purchased with working capital of the Reporting Person."

Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.

open market and/or brokerage transactions financial

"purchased 3,420,439 shares of Common Stock in open market and/or brokerage transactions."

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Aditxt, Inc.

(Name of Issuer)

common

(Title of Class of Securities)

007025869

(CUSIP Number)

Natasha Ovsepyan
8403 NE 138th Street ,
Kirkland, WA, 98034
2064120554

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/12/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 007025869

1

Name of reporting person

Takeover Time 2026 LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,420,439.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,420,439.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,420,439.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percentage reported is based on the best information available to the Reporting Person as of the date of this filing. The issuer's most recent publicly disclosed outstanding share count appears stale because it would imply ownership on excess of 100%. The actual percentage may be higher than reported and remains subject to confirmation from issuer records or transfer agent records.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: common
(b)	Name of Issuer: Aditxt, Inc.
(c)	Address of Issuer's Principal Executive Offices: 737 N. FIFTH STREET, SUITE 200, RICHMOND, VIRGINIA , 23219.
Item 2.	Identity and Background
(a)	Takeover Time 2026 LLC Natasha Ovsepyan is the Managing Member of Takeover Time 2026 LLC.
(b)	The business address for Takeover Time 2026 LLC is 8403 NE 138th Street, Kirkland WA, 98034
(c)	Takeover Time 2026 LLC is a Delaware limited liability company engaged in securities investment and related investment activities.
(d)	Takeover Time 2026 LLC has not been convicted of any criminal proceedings, excluding traffic violations or similar misdemeanors in the last five years.
(e)	Takeover Time 2026 LLC has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, of finding any violation with respect to such laws.
(f)	Takeover Time 2026 LLC is organized under laws of the State of Delaware. Reporting person is a citizen of the US.
Item 3.	Source and Amount of Funds or Other Consideration
	Shares of Common Stock reported herein were purchased with working capital of the Reporting Person. The aggregate purchase price was approximately $50,000, excluding commissions and other transaction costs.
Item 4.	Purpose of Transaction
	Reporting Person acquired the shares of Common Stock for investment purposes and does not have any plans or proposals currently in place to change or influence control of the Issuer. The Reporting Person may review its investment and acquire more shares, dispose of some or all of its shares, or communicate with the Issuer, its management, board of directors, representatives, stockholders, or other persons, depending on the market conditions, the Issuer's business and financial condition, liquidity needs, other investment opportunities, and other relevant factors.
Item 5.	Interest in Securities of the Issuer
(a)	Reporting Person beneficially owns 3,420,439 shares of Common Stock. The percentage reported on the cover page is 10.9 percent based on the best information available as of the date of this filing. The most recent publicly disclosed share count of the Issuer appears stale because it would imply ownership above 100%. The actual percentage may be higher than reported and remains subject to confirmation from Issuer records or transfer agent records.
(b)	The Reporting Person has sole voting power and sole dispositive power with respect to 3,420,439 shares of Common Stock.
(c)	On June 12, 2026, Reporting Person purchased 3,420,439 shares of Common Stock in open market and/or brokerage transactions. Except for the foregoing, the Reporting Person has not effected any transaction in the Common Stock during the past sixty days.
(d)	No person other than the Reporting Person is known to have the right to receive or direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Person.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The Reporting Person does not have an contacts, arrangements, understandings, or relationships with any person with respect to securities of the Issuer, including transfer or voting arrangements, finder's fee, joint ventures, loans, options, puts, calls, guarantees of profits, divisions of profits or losses, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	None.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Takeover Time 2026 LLC

Signature:	Takeover Time 2026 LLC
Name/Title:	Natasha Ovsepyan / Managing Member
Date:	06/22/2026

FAQ

What stake in Aditxt (ADTX) does Takeover Time 2026 LLC report?

Takeover Time 2026 LLC reports beneficial ownership of 3,420,439 Aditxt common shares, estimated at 10.9% of the class. The filer notes this percentage may be higher because the issuer’s most recently disclosed outstanding share count appears stale.

How much did Takeover Time 2026 LLC pay for its ADTX shares?

The firm states it purchased the reported Aditxt shares for an aggregate price of approximately $50,000, excluding commissions and other transaction costs. The shares were acquired using its own working capital, indicating an outright cash investment rather than financed or derivative exposure.

When did Takeover Time 2026 LLC acquire its Aditxt (ADTX) position?

Takeover Time 2026 LLC reports that on June 12, 2026 it purchased 3,420,439 Aditxt common shares in open market and/or brokerage transactions. It also states that, aside from this trade, it made no other ADTX stock transactions during the prior sixty days.

Is Takeover Time 2026 LLC seeking control or activism at Aditxt?

The filer says it acquired Aditxt shares for investment purposes and does not currently have plans or proposals to change or influence control. It may later buy or sell shares or communicate with management depending on market conditions and the company’s situation.

What voting and dispositive powers does Takeover Time 2026 LLC have over ADTX shares?

Takeover Time 2026 LLC reports sole voting power and sole dispositive power over all 3,420,439 Aditxt shares it beneficially owns. This means it alone decides how those shares are voted and when or whether they are sold or otherwise transferred.

Why does the Schedule 13D say Aditxt’s ownership percentage may be higher than 10.9%?

The filer explains that Aditxt’s most recently disclosed outstanding share count appears stale because it would imply ownership above 100%. As a result, the 10.9% figure is based on the best information currently available and the actual percentage may be higher.