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Aditxt, Inc.

For the period ended Jun 30, 2025. Filed Aug 14, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 14, 2025

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

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-15.

0001213900-25-044298

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-14.

0001213900-25-076710

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 95 previous paragraphs and 94 current paragraphs.

82 unchanged; 7 reworded; 3 added; 6 removed; 0 previous and 2 current paragraphs rearranged.

Tables are not compared: 19 previous and 19 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (3)

Current report

During the three months ended June 30, 2024, we incurred a loss from operations of $5,975,981. This is due to general and administrative expenses of $4,419,545, which includes approximately $1,484,996 in payroll expenses, $1,183,992 in professional fees, and $4,097 in stock-based compensation. Research and development expenses were $1,553,360, which includes $978,012 in consulting expenses. Sales and marketing expenses were $24,218.

Current report

Results of operations for the six months ended June 30, 2025 and 2024

Current report

During the six months ended June 30, 2025, we incurred a loss from operations of $11,760,510. This is due to general and administrative expenses of $9,387,310, which includes approximately $1,793,945 in payroll expenses and $4,589,509 in professional fees. Research and development expenses were $1,973,532 which includes $62,963 in consulting expenses. Sales and marketing expenses were $399,951.
Removed paragraphs (6)

Previous report

On April 20, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor, pursuant to which the Company agreed to sell to such investor pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 4 shares of common stock of the Company at a purchase price of $487,600.00 per Pre-Funded Warrant. Concurrently with the sale of the Pre-Funded Warrants, pursuant to the Purchase Agreement in a concurrent private placement, for each Pre-Funded Warrant purchased by the investor, such investor received from the Company an unregistered warrant (the “Warrant”) to purchase two shares of common stock. The warrants have an exercise price of $344,000.00 per share and are exercisable for a three-year period. In addition, the Company issued a warrant to the placement agent to purchase up to 1 share of common stock at an exercise price of $600,000.00 per share.

Previous report

On August 31, 2023, the Company entered into a securities purchase agreement (the “August Purchase Agreement”) with an institutional investor for the issuance and sale in a private placement (the “Private Placement”) of (i) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 100 shares of the Company’s common stock at an exercise price of $400.00 per share, and (ii) warrants (the “Common Warrants”) to purchase up to 100 shares of the Company’s common stock at an exercise price of $100,000.00 per share. The Private Placement closed on September 6, 2023. The net proceeds to the Company from the Private Placement were approximately $9 million, after deducting placement agent fees and expenses and estimated offering expenses payable by the Company. The Company utilized net proceeds received from the Private Placement for (i) payment of approximately $3.1 million in outstanding obligations, (ii) repayment of approximately $0.4 million of outstanding debt, and (iii) continuing operating expenses and working capital.

Previous report

On December 29, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (“the “Purchaser”) for the issuance and sale in a private placement (the “Private Placement”) of (i) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 124 shares of the Company’s common stock, at an exercise price of $10.00 per share, and (ii) warrants (the “Common Warrants”) to purchase up to 248 shares of the Company’s common stock, at a purchase price of $48,500.00 per share. The Private Placement closed on January 4, 2024. The net proceeds to the Company from the Private Placement were approximately $5.5 million, after deducting placement agent fees and expenses and estimated offering expenses payable by the Company.

Previous report

On May 2, 2024, the Company entered into a Securities Purchase Agreement (the “May PIPE Purchase Agreement”) with certain accredited investors, pursuant to which the Company agreed to issue and sell to such investors in a private placement (the “Private Placement”) (i) an aggregate of 17 shares of the Company’s Series C-1 Convertible Preferred Stock (the “Series C-1 Convertible Preferred Stock”), (ii) an aggregate of 17 shares of the Company’s Series D-1 Preferred Stock (the “Series D-1 Preferred Stock”), and (iii) warrants (the “May PIPE Warrants”) to purchase up to an aggregate of 162 shares of the Company’s common stock. The Private Placement closed on May 6, 2024. The gross proceeds from the Private Placement were approximately $4.2 million, prior to deducting the placement agent’s fees and other offering expenses payable by the Company. The Company used $1.0 million of the net proceeds to fund certain obligations under its merger agreement with Evofem Biosciences, Inc. and the remainder of the net proceeds from the offering for working capital and other general corporate purposes.

Previous report

On August 8, 2024, the Company entered into a securities purchase agreement (the “Registered Direct Purchase Agreement”) with certain institutional investors, pursuant to which the Company agreed to sell to such investors 19 shares (the “Registered Direct Shares”) of common stock of the Company, pre-funded warrants (the “Registered Direct Pre-Funded Warrants”) to purchase up to 95 shares of common stock of the Company (the “Registered Direct Pre-Funded Warrant Shares”), having an exercise price of $10.00 per share, at a purchase price of $10,600.00 per share of common stock and a purchase price of $10,590.00 per Registered Direct Pre-Funded Warrant (the “Registered Direct Offering”). The shares of common stock and Registered Direct Pre-Funded Warrants (and shares of common stock underlying the Registered Direct Pre-Funded Warrants) were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No. 333-280757), which was declared effective by the Securities and Exchange Commission on August 6, 2024.

Previous report

The closing of the sales of these securities under the Registered Direct Purchase Agreement took place on August 9, 2024. The gross proceeds from the offering were approximately $1.0 million, prior to deducting placement agent’s fees and other offering expenses payable by the Company. The Company used $500,000 of the net proceeds from the offering to fund certain obligations under its Amended and Restated Merger agreement with Evofem Biosciences, Inc and the remainder for working capital and other general corporate purposes.
Reworded paragraphs (7)

Previous wording

We were incorporated on September 28, 2017 and have not generated significant revenues to date. During the three months ended March 31, 2025 we had a net loss of $5,952,465 and cash of $476,416 as of March 31, 2025.

Current wording

We were incorporated on September 28, 2017 and have not generated significant revenues to date. During the six months ended June 30, 2025 we had a net loss of $13,348,123 and cash of $323,679 as of June 30, 2025.

Previous wording

We have a limited operating history. Therefore, there is limited historical financial information upon which to base an evaluation of our performance. Our prospects must be considered in light of the uncertainties, risks, expenses, and difficulties frequently encountered by companies in their early stages of operations. Our condensed consolidated financial statements as of March 31, 2025, show a net loss of $5,952,465. We expect to incur additional net expenses over the next several years as we continue to maintain and expand our existing operations. The amount of future losses and when, if ever, we will achieve profitability are uncertain.

Current wording

We have a limited operating history. Therefore, there is limited historical financial information upon which to base an evaluation of our performance. Our prospects must be considered in light of the uncertainties, risks, expenses, and difficulties frequently encountered by companies in their early stages of operations. Our condensed consolidated financial statements as of June 30, 2025, show a net loss of $13,348,123. We expect to incur additional net expenses over the next several years as we continue to maintain and expand our existing operations. The amount of future losses and when, if ever, we will achieve profitability are uncertain.

Previous wording

We generated revenue of $1,018 and $79,680 for the three months ended March 31, 2025 and 2024, respectively. Cost of goods sold for the three months ended March 31, 2025 and 2024 was $734 and $65,799, respectively. The decrease in revenue and costs of goods sold during the three months ended March 31, 2025 compared to the three months ended March 31, 2024 was due to a decrease in AditxtScore TM orders due to decreased COVID testing being done.

Current wording

We generated revenue of $1,004 and $44,276 for the three months ended June 30, 2025 and 2024, respectively. Cost of goods sold for the three months ended June 30, 2025 and 2024 was $1,005 and $23,134, respectively. The decrease in revenue and costs of goods sold during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 was due to a decrease in AditxtScore TM orders due to decreased COVID testing being done.

Previous wording

During the three months ended March 31, 2025, we incurred a loss from operations of $5,608,115. This is due to general and administrative expenses of $4,348,274, which includes approximately $751,786 in payroll expenses and $1,670,782 in professional fees. Research and development expenses were $1,209,205 which includes $2,250 in consulting expenses. Sales and marketing expenses were $50,920.

Current wording

During the three months ended June 30, 2025, we incurred a loss from operations of $6,152,395. This is due to general and administrative expenses of $5,039,036, which includes approximately $1,121,252 in payroll expenses and $2,918,727 in professional fees. Research and development expenses were $764,327 which includes $2,250 in consulting expenses. Sales and marketing expenses were $349,031.

Previous wording

The decrease in expenses during the three months ended March 31, 2025 compared to the three months ended March 31, 2024 was due to decreased research and development spend and decreased compensation expense due to reduced headcount.

Current wording

The increase in expenses during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 was due to decreased research and development spend.

Previous wording

During the three months ended March 31, 2024, we incurred a loss from operations of $11,535,646. This is due to general and administrative expenses of $3,363,748, which includes approximately $1,214,004 in payroll expenses, $1,145,679 in professional fees, and $20,477 in stock-based compensation. Research and development expenses were $8,145,266, which includes $201,579 in consulting expenses and $6,712,663 in stock-based compensation. Sales and marketing expenses were $40,513.

Current wording

During the six months ended June 30, 2024, we incurred a loss from operations of $17,511,627. This is due to general and administrative expenses of $7,783,293, which includes approximately $2,958,585 in payroll expenses, $2,329,671 in professional fees, and $28,670 in stock-based compensation. Research and development expenses were $9,698,626, which includes $1,179,591 in consulting expenses and $6,712,663 in stock-based compensation. Sales and marketing expenses were $64,731.

Previous wording

We have incurred substantial operating losses since inception and expect to continue to incur significant operating losses for the foreseeable future and may never become profitable. As of March 31, 2025, we had an accumulated deficit of $173,804,878. We had working capital of $(13,959,063) as of March 31, 2025. During the three months ended March 31, 2025, we purchased zero in fixed assets.

Current wording

We have incurred substantial operating losses since inception and expect to continue to incur significant operating losses for the foreseeable future and may never become profitable. As of June 30, 2025, we had an accumulated deficit of $181,061,686. We had working capital of $(20,148,964) as of June 30, 2025. During the six months ended June 30, 2025, we purchased zero in fixed assets.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

We generated revenue of $2,022 and $123,956 for the six months ended June 30, 2025 and 2024, respectively. Cost of goods sold for the six months ended June 30, 2025 and 2024 was $1,739 and $88,933, respectively. The decrease in revenue and costs of goods sold during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 was due to a decrease in AditxtScore TM orders due to decreased COVID testing being done.

Current report — wording carried from elsewhere

The decrease in expenses during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 was due to decreased research and development spend.