Form 8-K

8-K — Aditxt, Inc.

Accession: 0001213900-26-057811

Filed: 2026-05-15

Period: 2026-05-14

CIK: 0001726711

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0290707-8k_aditxt.htm (Primary)

EX-3.1 — CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF ADITXT, INC (ea029070701ex3-1.htm)

EX-99.1 — PRESS RELEASE DATED MAY 14, 2026 (ea029070701ex99-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 14, 2026

Aditxt, Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-39336

82-3204328

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

Identification No.)

2569 Wyandotte Street, Suite 101, Mountain View, CA

94043

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:

(650) 870-1200

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b)

under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c)

under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001

ADTX

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

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.

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 May 1, 2026, the Company held 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-two (1-for-2)

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

(the “Board”) in its sole discretion.

Following the Annual Meeting, the Board approved a one-for-twenty-seven

(1-for-27) reverse split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”).

On May 14, 2026, 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 May 15, 2026, and the Company’s common stock will begin trading on a split-adjusted basis when the

Nasdaq Stock Market opens on May 18, 2026. 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 twenty-seven

(27) shares of the Company’s issued and outstanding common stock will be automatically combined, converted and changed into 1 share

of 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, restricted stock units and warrants to purchase shares of common stock and the number of shares reserved for issuance pursuant

to the Company’s equity incentive compensation plans. Any fraction of a share of common stock created as a result of the Reverse

Stock Split will be rounded up to the next whole share. Holders of the Company’s common stock held in book-entry form or through

a bank, broker or other nominee do not need to take any action in connection with the Reverse Stock Split. Stockholders of record will

be receiving information from the Company’s transfer agent regarding their common stock ownership post-Reverse Stock Split.

The Company’s common stock will continue to trade on the Nasdaq

Stock Market LLC under the existing symbol “ADTX”, but the security has been assigned a new CUSIP number (007025869).

The foregoing description of the Certificate of Amendment does not

purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed

as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 7.01 Regulation FD Disclosure

On May 14, 2026, 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.

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 May 14, 2026

104

Cover Page Interactive Data File (embedded within the XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,

the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 15, 2026

Aditxt, Inc.

By:

/s/ Amro Albanna

Name:

Amro Albanna

Title:

Chief Executive Officer

EX-3.1 — CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF ADITXT, INC

EX-3.1

Filename: ea029070701ex3-1.htm · Sequence: 2

Exhibit 3.1

CERTIFICATE OF AMENDMENT

to the

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

ADITXT, INC.

ADITXT, INC., a corporation organized and existing under the General

Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

FIRST: The name of the Corporation is Aditxt, Inc. The Certificate

of Incorporation was filed with the Secretary of State of the State of Delaware (the “Secretary of State”) on September 28,

2017, as amended (the “Certificate of Incorporation”).

SECOND: ARTICLE IV, SECTION I of the Corporation’s Certificate

of Incorporation shall be amended by inserting Subsection “(f)” at the end of such section, which shall read as follows:

f. Reverse Stock Split. As of May 15, 2026 at 4:01 p.m. Eastern

Time (the “Effective Time”) of this Certificate of Amendment pursuant to Section 242 of the General Corporation Law of the

State of Delaware, each twenty-seven (27) shares of the Corporation’s Common Stock, issued and outstanding immediately prior to

the Effective Time (the “Old Common Stock”), shall automatically, without further action on the part of the Corporation or

any holder of Old Common Stock, be reclassified, combined, converted and changed into one (1) fully paid and nonassessable share of common

stock, par value $0.001 per share (the “New Common Stock”), subject to the treatment of fractional share interests as described

below (the “Reverse Stock Split”). The conversion of the Old Common Stock into New Common Stock will be deemed to occur at

the Effective Time. From and after the Effective Time, certificates representing the Old Common Stock shall represent the number of shares

of New Common Stock into which such Old Common Stock shall have been converted pursuant to this Certificate of Amendment. Holders who

otherwise would be entitled to receive fractional share interests of New Common Stock upon the effectiveness of the Reverse Stock Split

shall be entitled to receive a whole share of New Common Stock in lieu of any fractional share created as a result of such Reverse Stock

Split.

THIRD: The stockholders of the Corporation have duly approved

the foregoing amendment in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of

Amendment to be duly adopted and executed in its corporate name and on its behalf by its duly authorized officer as of the 14 day of May,

2026.

ADITXT, INC.

By:

/s/ Amro Albanna

Name:

Amro Albanna

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE DATED MAY 14, 2026

EX-99.1

Filename: ea029070701ex99-1.htm · Sequence: 3

Exhibit 99.1

Aditxt, Inc. (NASDAQ:

ADTX) Announces 1-for-27 Reverse Stock Split Effective at the Open of Trading on May 18, 2026

Mountain View, Ca. (May 14, 2026) –Aditxt,

Inc. (Nasdaq: ADTX) (“Aditxt” or the “Company”), a social innovation platform

accelerating promising health innovations, announced today that it will effect a 1-for-27 reverse split of its common stock. Commencing

with the opening of trading on the Nasdaq Capital Market on May 18, 2026, the Company’s common stock will trade on a post-split

basis under the same symbol ADTX. The reverse stock split was approved by the Company’s stockholders at the annual meeting of stockholders

held on May 1, 2026, with the final ratio determined by the Company’s board of directors.

As a result

of the reverse stock split, the CUSIP number for the Company’s common stock will now be 007025869. As a result of the reverse stock

split, every 27 shares of issued and outstanding common stock will be exchanged for 1 share of common stock, with any fractional shares

being rounded up to the next higher whole share. Before the reverse stock split the Company will have approximately 13,773,321 shares

outstanding and immediately after the reverse stock split becomes effective, the Company will have approximately 510,123 shares of common

stock issued and outstanding.

Adjustments

will also be made to the Company’s outstanding warrants and stock options. The number of shares into which these securities are convertible

or exercisable will be adjusted in line with the reverse split, as will the exercise prices of these securities.

The

reverse stock split is primarily intended to bring the Company into compliance with Nasdaq’s minimum bid price requirement.

Additional

information concerning the reverse stock split can be found in Aditxt’s definitive proxy statement filed with the Securities

and Exchange Commission on April 3, 2026.

About Aditxt

Aditxt, Inc.® is a social innovation platform

accelerating promising health innovations. Aditxt’s ecosystem of research institutions, industry partners, and shareholders collaboratively

drives their mission to “Make Promising Innovations Possible Together.” The innovation platform is the cornerstone of Aditxt’s

strategy, where multiple disciplines drive disruptive growth and address significant societal challenges. Aditxt operates a unique model

that democratizes innovation, ensures every stakeholder’s voice is heard and valued, and empowers collective progress.

Forward-Looking Statements

Certain statements in this press release constitute

“forward-looking statements” within the meaning of federal securities laws. Forward-looking statements include statements regarding

the Company’s intentions, beliefs, projections, outlook, analyses, or current expectations concerning, among other things, the expected

effects of the reverse stock split, the Company’s ability to regain and maintain compliance with Nasdaq’s minimum bid price

requirement and other continued listing standards, the timing of any actions by Nasdaq, and the Company’s expectations, plans and

prospects. Forward-looking statements are not guarantees of future performance, and actual results may differ materially from those indicated

by these forward-looking statements as a result of various important factors, as well as market and other conditions and those risks more

fully discussed in the section titled “Risk Factors” in Aditxt’s most recent Annual Report on Form 10-K, as well as discussions

of potential risks, uncertainties, and other important factors in the Company’s other filings with the Securities and Exchange Commission.

All such statements speak only as of the date made, and the Company undertakes no obligation to update or revise publicly any forward-looking

statements, whether as a result of new information, future events or otherwise, except as required by law.

Contacts:

Aditxt, Inc.

Investor Relations

ir@aditxt.com

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