Aditxt, Inc. Files Definitive Proxy Statement

TL;DR

Aditxt (ADTX) filed its proxy statement for the annual meeting. Shareholders vote on company matters.

AI Summary

Aditxt, Inc. filed its definitive proxy statement (DEF 14A) on January 27, 2025, for its fiscal year ending December 31, 2024. The filing pertains to the company's annual meeting and related corporate governance matters. Aditxt, Inc. is incorporated in Delaware and operates in the Pharmaceutical Preparations sector.

Why It Matters

This filing provides shareholders with essential information regarding the company's governance, executive compensation, and proposals to be voted on at the upcoming annual meeting, impacting shareholder rights and company direction.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEF 14A) that provides information to shareholders and does not inherently introduce new financial risks.

Key Players & Entities

• Aditxt, Inc. (company) — Registrant
• 0001213900-25-007087 (filing_id) — Accession Number
• 20250127 (date) — Filing Date
• 20250228 (date) — Period of Report
• 2834 (sic_code) — Standard Industrial Classification
• DE (state) — State of Incorporation
• 1231 (fiscal_year_end) — Fiscal Year End
• 001-39336 (sec_file_number) — SEC File Number

FAQ

Filing Documents

• ea0228841-def14a_aditxt.htm (DEF 14A) — 1319KB
• image_001.jpg (GRAPHIC) — 3KB
• image_002.jpg (GRAPHIC) — 9KB
• image_003.jpg (GRAPHIC) — 3KB
• image_004.jpg (GRAPHIC) — 3KB
• image_005.jpg (GRAPHIC) — 3KB
• image_006.jpg (GRAPHIC) — 2KB
• image_007.jpg (GRAPHIC) — 3KB
• image_008.jpg (GRAPHIC) — 1540KB
• image_009.jpg (GRAPHIC) — 866KB
• 0001213900-25-007087.txt ( ) — 4667KB

From the Filing

DEF 14A 1 ea0228841-def14a_aditxt.htm DEFINITIVE PROXY STATEMENT UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy (Amendment No. ) Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under § 240.14a-12 Aditxt, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11 2569 Wyandotte Street, Suite 101 Mountain View, CA 94043 January 27, 2025 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS To Be Held on February 28, 2025 Dear Stockholder: We are pleased to invite you to attend the special meeting of stockholders (the “Special Meeting”) of Aditxt, Inc. (the “Company”), which will be held on February 28, 2025 at 12:00 PM ET. The Special Meeting will be held in a virtual-only meeting format at www.virtualshareholdermeeting.com/ADTX2025SM. In addition to voting by submitting your proxy prior to the Special Meeting, you also will be able to vote your shares electronically during the Special Meeting. Further details regarding the virtual meeting are included in the accompanying proxy statement. At the Special Meeting, the holders of our outstanding common stock will act on the following matters: 1. To approve, for the purpose of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying shares of Series A-1 Convertible Preferred Stock originally issued by the Company in December 2023 (the “Series A-1 Proposal”); 2. To approve, for the purpose of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying shares of Series C-1 Convertible Preferred Stock and common stock purchase warrants originally issued by the Company in May 2024 and August 2024 (the “Series C-1 Proposal”); 3. To approve, for the purpose of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying common stock purchase warrants originally issued by the Company in July 2024 (the “July Warrant Proposal”); 4. To grant discretionary authority to our board of directors to (i) amend our certificate of incorporation to combine outstanding shares of our common stock into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range of one-for-five (1:5) to a maximum of a one-for-two hundred fifty (1:250) split, with the exact ratio to be determined by our board of directors in its sole discretion; and (ii) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders (the “Reverse Stock Split Proposal”); 5 . To authorize the adjournment of the Special Meeting if necessary or appropriate, including to solicit additional proxies in the event that there are not sufficient votes at the time of the Special Meeting or adjournment or postponement thereof to approve any of the foregoing proposals (the “Adjournment Proposal”); and 6. To transact such other matters as may properly come before the Special Meeting and any adjournment or postponement thereof. Our board of directors has fixed January 21, 2025 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting and at any adjournment or postponement of the meeting. IF YOU PLAN TO ATTEND: To be admitted to the Special Meeting at you must have your control number available and follow the instructions found on your proxy card or voting instruction form. You may vote during the Special Meeting by following the instructions available on the meeting website during the meeting. Please allow sufficient time before the Special Meeting to complete the online check-in process. Your vote is very important. If you have any questions or need assistance voting your shares, please call Kingsdale Advisors at: Strategic Stockholder Advisor and Proxy Solicitation Agent 745 Fifth Avenue, 5 th Floor, New York, NY 10151 North American Toll Free Phone: + 1-866-851-3212 Email: contactus@kingsdaleadvisors.com Call Collect Outside North America: +1-646-491-9096 BY ORDER OF THE BOARD OF DIRECTORS January 27, 2025 /s/ Amro Albanna Amro Albanna Chief Executive Officer and Chairman of the Board of Directors Whether or not you expect to attend the Special Meeting virtually, we urge you to vote your shares via proxy at your earliest convenience. This will ensure the pres

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View this DEF 14A filing on SEC EDGAR