Aditxt Inc

For the period ended Aug 7, 2024. Filed Jul 5, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Aug 7, 2024 · Filed Jul 5, 2024

ADTX$0.00-8.6%Stored close · as of Jul 8, 2026

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DEF 14A 1 ea0208996-def14a_aditxt.htm DEFINITIVE PROXY STATEMENT

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(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

July 5, 2024

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on August 7, 2024

Dear Stockholder:

We are pleased to invite you to attend the annual meeting of stockholders (the “Annual Meeting”) of Aditxt, Inc. (the “Company”), which will be held on August 7, 2024 at 12:00 PM ET.

The Annual Meeting will be held in a virtual-only meeting format atwww.virtualshareholdermeeting.com/ADTX2024.

In addition to voting by submitting your proxy prior to the Annual Meeting, you also will be able to vote your shares electronically during the Annual Meeting. Further details regarding the virtual meeting are included in the accompanying proxy statement. At the Annual Meeting, the holders of our outstanding common stock will act on the following matters:

1.	To elect five (5) members to our board of directors;

2.	To ratify the appointment of dbbmckennon as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

3.	To approve, for the purpose of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying shares of Series B-1 Convertible Preferred Stock originally issued by the Company in January 2024 (the “Series B-1 Proposal”);

4.	To approve, for the purpose of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying shares of Series B-2 Convertible Preferred Stock originally issued by the Company in December 2023 (the “Series B-2 Proposal”);

To approve, for the purpose of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock under the Company’s equity line of credit pursuant to the Company’s Common Stock Purchase Agreement with an equity line investor pursuant to which such investor has agreed to purchase from the Company from time to time shares of common stock having a total maximum aggregate purchase price of $150 million (the “ELOC Proposal”);

6.	To approve an increase to the number of authorized shares of common stock of the Company from 100,000,000 shares to 1,000,000,000 shares (the “Authorized Share Increase Proposal”);

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 (1:200) 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 Split Proposal”);

8.	To approve an amendment to our 2021 Omnibus Equity Incentive Plan (the “2021 Plan”) to increase the number of shares of common stock issuable thereunder to 500,000 shares from 37,500 shares;

9.	To authorize the adjournment of the Annual Meeting if necessary or appropriate, including to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting or adjournment or postponement thereof to approve any of the foregoing proposals; and

10.	To transact such other matters as may properly come before the Annual Meeting and any adjournment or postponement thereof.

Our board of directors has fixed July 5, 2024 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournment or postponement of the meeting.

IF YOU PLAN TO ATTEND:

To be admitted to the Annual 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 Annual Meeting by following the instructions available on the meeting website during the meeting. Please allow sufficient time before the Annual 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
July 5, 2024	/s/ Amro Albanna
	Amro Albanna Chief Executive Officer and Chairman of the Board of Directors

Whether or not you expect to attend the Annual Meeting virtually, we urge you to vote your shares via proxy at your earliest convenience. This will ensure the presence of a quorum at the Annual Meeting. Promptly voting your shares will save the Company the expenses and extra work of additional solicitation. Submitting your proxy now will not prevent you from voting your shares electronically at the Annual Meeting if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today!

**2569 Wyandotte St., Suite 101

Mountain View, CA 94043

**PROXY STATEMENT FOR THE

2024 ANNUAL MEETING OF STOCKHOLDERS

To be held on August 7, 2024

The board of directors of Aditxt, Inc. (“Aditxt” or the “Company”) is soliciting your proxy to vote at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on August 7, 2024, at 12:00 PM ET, in a virtual-only format online by accessingwww.virtualshareholdermeeting.com/ADTX2024and at any adjournment thereof.

This proxy statement contains information relating to the Annual Meeting.This year’s Annual Meeting of stockholders will be held as a virtual meeting. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting.

You will be able to attend and participate in the Annual Meeting online via a live webcast by visitingwww.virtualshareholdermeeting.com/ADTX2024. In addition to voting by submitting your proxy prior to the Annual Meeting, you also will be able to vote your shares electronically during the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on August 7, 2024: The Notice of Meeting, Proxy Statement, and 2023 Annual Report on Form 10-K are available at: www.proxyvote.com

TABLE OF CONTENTS

	Page
QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT AND VOTING	1
PROPOSAL NO. 1: ELECTION OF DIRECTORS	10
EXECUTIVE OFFICERS	18
EXECUTIVE COMPENSATION	19
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	28
CERTAIN TRANSACTIONS WITH RELATED PERSONS	29
PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	33
PROPOSAL NO. 3: THE SERIES B-1 PROPOSAL	34
PROPOSAL NO. 4: THE SERIES B-2 PROPOSAL	40
PROPOSAL NO. 5: THE ELOC PROPOSAL	44
PROPOSAL NO. 6: THE AUTHORIZED SHARE INCREASE PROPOSAL	47
PROPOSAL NO. 7: THE REVERSE SPLIT PROPOSAL	49
PROPOSAL NO. 8: AMENDMENT TO 2021 OMNIBUS INCENTIVE PLAN	54
PROPOSAL NO. 9: AUTHORIZATION TO ADJOURN THE ANNUAL MEETING IF NECESSARY OR APPROPRIATE	60
OTHER MATTERS	61
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR	61
HOUSEHOLDING	61

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