Aditxt, Inc. 8-K

What Happened

• Aditxt, Inc. filed an 8‑K on February 13, 2026 reporting results of a reconvened special meeting of stockholders (initially held Jan 30, 2026 and adjourned to Feb 13, 2026). A quorum of 516,567 shares (33.39% of voting authority) was represented.
• Stockholders voted on multiple proposals. Notably, a non‑binding advisory vote to change the company’s name to bitXbio was approved, and stockholders granted the board discretionary authority to implement a reverse stock split at a ratio between 1‑for‑5 and 1‑for‑250 within one year if the board chooses to do so.

Key Details

• Quorum: 516,567 shares present (33.39% of voting authority).
• Name Change (advisory): For 455,456; Against 40,462; Abstain 20,649; Broker non‑vote 0. The vote was non‑binding; a certificate amendment would be required to change the legal name.
• Reverse Stock Split authorization: For 424,426; Against 75,505; Abstain 16,636; Broker non‑vote 0. Board may choose a final ratio between 1:5 and 1:250 and effect it within one year.
• Other approvals: 2025 Employee Stock Purchase Plan approved (For 158,645; Against 25,674; Abstain 7,499). Amendment to 2021 Omnibus Equity Incentive Plan to increase shares to 350,000 from 3 approved (For 147,125; Against 37,551; Abstain 7,142). Stockholder approval under Nasdaq Rule 5635(d) was also obtained for issuances related to Series A‑1, Series C‑1 and July 2024 warrants (see filing for vote counts).

Why It Matters

• The advisory approval of a name change signals board and shareholder support for rebranding to bitXbio, though the change requires a formal amendment to the certificate of incorporation to take legal effect.
• The reverse split authorization gives the board flexibility to consolidate shares (1:5 up to 1:250) which, if implemented, would reduce the number of outstanding shares and increase reported per‑share metrics; the board must act within one year to effect any split.
• Approval of the ESPP, equity plan increase, and Nasdaq Rule 5635(d) items clears the company to issue additional shares/warrants as previously arranged, which may lead to future dilution potential. Investors should review the full filing for specifics on the securities and timelines.