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|8-KJan 30, 4:23 PM ET

Aditxt, Inc. 8-K

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Aditxt Adjourns Special Meeting to Feb 13 for Equity Votes, Reverse Split

What Happened Aditxt, Inc. (ADTX) filed a Form 8-K on January 30, 2026 reporting that it adjourned its special meeting of stockholders until February 13, 2026 at 12:00 PM ET to allow additional time for voting. The meeting will be virtual-only at www.virtualshareholdermeeting.com/ADTX2026SM. Stockholders will vote on proposals related to approval of past and outstanding equity issuances under Nasdaq Marketplace Rule 5635(d), adoption of a 2025 Employee Stock Purchase Plan, an amendment to the 2021 Omnibus Equity Incentive Plan, a non-binding advisory name-change vote, and authority to implement a reverse stock split.

Key Details

  • Adjourned special meeting date/time: February 13, 2026 at 12:00 PM ET (virtual-only at the link above).
  • Nasdaq shareholder approval items: approval for issuance of common stock underlying Series A-1 (originally issued Dec 2023), Series C-1 and related warrants (May & Aug 2024), and warrants issued July 2024.
  • Equity plans and shares: approval of a 2025 Employee Stock Purchase Plan; amendment to the 2021 Omnibus Equity Incentive Plan to increase shares issuable to 350,000 (from 3 shares as stated).
  • Corporate actions: non-binding advisory vote on changing the company name to “bitXbio, Inc.”; discretionary authority for the board to effect a reverse stock split at a ratio between 1-for-5 and 1-for-250, to be implemented (if at all) within one year of stockholder approval.

Why It Matters These shareholder votes address potential dilution, corporate rebranding, and capital-structure changes that could affect share count and trading dynamics. Approval under Nasdaq Rule 5635(d) is required for certain past issuances to remain compliant with listing rules. The equity-plan increase and ESPP approval would authorize more shares for employee compensation and investor offerings. If stockholders grant reverse-split authority and the board implements it, the company’s outstanding share count and per-share price would change (reverse splits do not change the company’s market value by themselves). The adjournment simply gives more time to solicit votes ahead of the Feb 13 meeting.