Aditxt, Inc. Files 8-K: Rights, Bylaws, and Financials Updated
Ticker: ADTX · Form: 8-K · Filed: Oct 31, 2025 · CIK: 1726711
Sentiment: neutral
Topics: corporate-governance, filing, financials
TL;DR
Aditxt filed an 8-K updating shareholder rights and bylaws, plus financials. Major corporate housekeeping.
AI Summary
On October 29, 2025, Aditxt, Inc. filed an 8-K report detailing material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. The filing also included Regulation FD disclosures and financial statements and exhibits. The company, formerly known as Aditx Therapeutics, Inc., is incorporated in Delaware and has its principal business address in Richmond, VA.
Why It Matters
This 8-K filing indicates significant corporate actions by Aditxt, Inc., potentially affecting shareholder rights and the company's governance structure, alongside the release of financial information.
Risk Assessment
Risk Level: medium — 8-K filings can signal significant corporate changes, which may introduce uncertainty or new risks for investors.
Key Numbers
- 001-39336 — SEC File Number (Identifies the company's filing with the SEC)
- 82-3204328 — IRS Employer Identification No. (Tax identification number for the company)
Key Players & Entities
- Aditxt, Inc. (company) — Registrant
- October 29, 2025 (date) — Date of earliest event reported
- Aditx Therapeutics, Inc. (company) — Former company name
- Delaware (jurisdiction) — State of incorporation
- Richmond, VA (location) — Business address city and state
FAQ
What specific material modifications were made to the rights of security holders?
The filing indicates material modifications to the rights of security holders, but the specific details of these modifications are not provided in the excerpt.
What amendments were made to Aditxt, Inc.'s articles of incorporation or bylaws?
The filing states that there were amendments to the articles of incorporation or bylaws, but the exact nature of these amendments is not detailed in the provided text.
What is the significance of the Regulation FD Disclosure included in this filing?
Regulation FD (Fair Disclosure) ensures that material non-public information is disclosed to all investors simultaneously, suggesting Aditxt is making a public disclosure of important information.
What types of financial statements and exhibits are included in this 8-K filing?
The filing lists 'Financial Statements and Exhibits' as an item, but the specific content of these statements and exhibits is not detailed in the provided excerpt.
When did Aditxt, Inc. change its name from Aditx Therapeutics, Inc.?
The filing indicates a former company name of 'Aditx Therapeutics, Inc.' with a date of name change of '20201113'.
Filing Stats: 1,088 words · 4 min read · ~4 pages · Grade level 11.5 · Accepted 2025-10-31 16:30:42
Key Financial Figures
- $0.001 — ch registered Common Stock, par value $0.001 ADTX The Nasdaq Stock Market LLC
Filing Documents
- ea0263285-8k_aditxt.htm (8-K) — 32KB
- ea026328501ex3-1_aditxt.htm (EX-3.1) — 6KB
- ea026328501ex99-1_aditxt.htm (EX-99.1) — 8KB
- 0001213900-25-104704.txt ( ) — 217KB
- adtx-20251029.xsd (EX-101.SCH) — 3KB
- adtx-20251029_lab.xml (EX-101.LAB) — 33KB
- adtx-20251029_pre.xml (EX-101.PRE) — 22KB
- ea0263285-8k_aditxt_htm.xml (XML) — 4KB
03 Material Modification to Rights of
Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
03 Amendments to Articles of Incorporation or Bylaws; Change
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year As previously reported in a Current Report on Form 8-K filed by Aditxt, Inc. (the " Company "), on September 23, 2025, the Company reconvened its annual meeting of stockholders (the " Annual Meeting "). At the Annual Meeting, the stockholders approved a proposal to amend the Company's certificate of incorporation to effect a reverse split of the Company's outstanding shares of common stock, par value $0.001 at a specific ratio within a range of one-for five (1:for:5) to a maximum of one-for-two hundred fifty (1:for:250), with the exact ratio to be determined by the Company's board of directors in its sole discretion. Following the Annual Meeting, the board of directors approved a one-for-one hundred thirteen (1-for-113) reverse split of the Company's issued and outstanding shares of common stock (the " Reverse Stock Split "). On October 31, 2025, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment to its certificate of incorporation (the " Certificate of Amendment ") to effect the Reverse Stock Split. The Reverse Stock Split will become effective as of 4:01 p.m. Eastern Time on October 31, 2025, and the Company's common stock will begin trading on a split-adjusted basis when the Nasdaq Stock Market opens on November 3, 2025. The Reverse Stock Split is primarily intended to bring the Company into compliance with Nasdaq's minimum bid price requirement. When the Reverse Stock Split becomes effective, every one hundred thirteen (113) shares of the Company's issued and outstanding common stock will be automatically combined, converted and changed into 1 share the Company's common stock, without any change in the number of authorized shares or the par value per share. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, rest
01 Regulation
Item 7.01 Regulation FD Disclosure On October 29, 2025, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is furnished to this Current Report on Form 8-K as Exhibit 99.1. The information in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K is furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. The information in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in any such filing.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Exhibit 3.1 Certificate of Amendment to Certificate of Incorporation of Aditxt, Inc. 99.1 Press release dated October 29, 2025 104 Cover Page Interactive Data File (embedded within the XBRL document) -1- SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: October 31, 2025 Aditxt, Inc. By: /s/ Amro Albanna Name: Amro Albanna Title: Chief Executive Officer -2-