Aditxt Inc

For the period ended Feb 28, 2025. Filed Jan 27, 2025.

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Feb 28, 2025 · Filed Jan 27, 2025

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

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DEF 14A 1 ea0228841-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

January 27, 2025

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on February 28, 2025

Dear Stockholder:

We are pleased to invite you to attend the special meeting of stockholders (the “Special Meeting”) of Aditxt, Inc. (the “Company”), which will be held on February 28, 2025 at 12:00 PM ET.

The Special Meeting will be held in a virtual-only meeting format atwww.virtualshareholdermeeting.com/ADTX2025SM.

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

1.	To approve, for the purpose of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying shares of Series A-1 Convertible Preferred Stock originally issued by the Company in December 2023 (the “Series A-1 Proposal”);

2.	To approve, for the purpose of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying shares of Series C-1 Convertible Preferred Stock and common stock purchase warrants originally issued by the Company in May 2024 and August 2024 (the “Series C-1 Proposal”);

3.	To approve, for the purpose of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying common stock purchase warrants originally issued by the Company in July 2024 (the “July Warrant 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 fifty (1:250) 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 Stock Split Proposal”);

To authorize the adjournment of the Special Meeting if necessary or appropriate, including to solicit additional proxies in the event that there are not sufficient votes at the time of the Special Meeting or adjournment or postponement thereof to approve any of the foregoing proposals (the “Adjournment Proposal”); and

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

Our board of directors has fixed January 21, 2025 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting and at any adjournment or postponement of the meeting.

IF YOU PLAN TO ATTEND:

To be admitted to the Special 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 Special Meeting by following the instructions available on the meeting website during the meeting. Please allow sufficient time before the Special 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
January 27, 2025	/s/ Amro Albanna
	Amro Albanna Chief Executive Officer and Chairman of the Board of Directors

Whether or not you expect to attend the Special 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 Special 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 Special 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

SPECIAL MEETING OF STOCKHOLDERS

To be held on February 28, 2025

The board of directors of Aditxt, Inc. (“Aditxt” or the “Company”) is soliciting your proxy to vote at the Special Meeting of Stockholders (the “Special Meeting”) to be held on February 28, 2025, at 12:00 PM ET, in a virtual-only format online by accessingwww.virtualshareholdermeeting.com/ADTX2025SM and at any adjournment thereof.

This proxy statement contains information relating to the Special Meeting.This Special 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 Special Meeting online via a live webcast by visitingwww.virtualshareholdermeeting.com/ADTX2025SM. In addition to voting by submitting your proxy prior to the Special Meeting, you also will be able to vote your shares electronically during the Special Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be Held on February 28, 2025: 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
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	7
PROPOSAL NO. 1: THE SERIES A-1 PROPOSAL	10
PROPOSAL NO. 2: THE SERIES C-1 PROPOSAL	15
PROPOSAL NO. 3: THE SERIES C-1 WARRANT PROPOSAL	18
PROPOSAL NO. 4: THE REVERSE STOCK SPLIT PROPOSAL	20
PROPOSAL NO. 5: THE ADJOURNMENT PROPOSAL	24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	25
OTHER MATTERS	26
HOUSEHOLDING	26

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