Aditxt, Inc.
For the period ended Sep 16, 2025. Filed Aug 8, 2025.
View on SEC.govAbout this filing
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.
Sep 16, 2025 · Filed Aug 8, 2025
Contents
Cover page
Show cover page
DEF 14A 1 ea0252389-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
August 8, 2025
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on September 16, 2025
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 September 16, 2025 at 12:00 PM ET.
The Annual Meeting will be held in a virtual-only meeting format atwww.virtualshareholdermeeting.com/ADTX2025.
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, 2025; |
| 3. | 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 Split Proposal”); |
| 4. | 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 August 8, 2025 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 | |
| August 8, 2025 | /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
2025 ANNUAL MEETING OF STOCKHOLDERS
To be held on September 16, 2025
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 September 16, 2025, at 12:00 PM ET, in a virtual-only format online by accessingwww.virtualshareholdermeeting.com/ADTX2025and 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/ADTX2025. 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 September 16, 2025: The Notice of Meeting, Proxy Statement, and 2024 Annual Report on Form 10-K are available at: www.proxyvote.com
ADITXT, INC.
TABLE OF CONTENTS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT AND VOTING | 1 |
| PROPOSAL NO. 1: ELECTION OF DIRECTORS | 7 |
| EXECUTIVE OFFICERS | 14 |
| EXECUTIVE COMPENSATION | 15 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 24 |
| CERTAIN TRANSACTIONS WITH RELATED PERSONS | 25 |
| PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 28 |
| PROPOSAL NO. 3: THE REVERSE SPLIT PROPOSAL | 29 |
| PROPOSAL NO. 4: AUTHORIZATION TO ADJOURN THE ANNUAL MEETING IF NECESSARY OR APPROPRIATE | 34 |
| OTHER MATTERS | 35 |
| STOCKHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR | 35 |
| HOUSEHOLDING | 35 |
-i-
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.