Aditxt, Inc.

Our business, financial condition, results of operations, and cash flows may be impacted by a number of factors, many of which are beyond our control, including those set forth below and in our most recent Annual Report on Form 10-K and in our other filings with the SEC, the occurrence of any one of which could have a material adverse effect on our actual results.

The Company was incorporated on September 28, 2017 and through the date of this report has generated no significant revenues. For the years ended December 31, 2025 and 2024, the Company had a net loss of $42,787,043 and $35,020,058, respectively. Our condensed consolidated financial statements as of March 31, 2026, show a net loss of $16,189,200. Our cash and cash equivalents were approximately $268,852 as of March 31, 2026. There can be no assurances that we will be able to achieve a level of revenues adequate to generate sufficient cash flow from operations or additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms. These conditions raise substantial doubt about our ability to continue as a going concern. If adequate working capital is not available, we may be forced to discontinue operations, which would cause investors to lose their entire investment.

We are currently over 90 days past due on a significant amount of vendor obligations. We may not be able to refinance, extend or repay our substantial indebtedness owed to our secured and unsecured lenders, which would have a material adverse effect on our financial condition and ability to continue as a going concern.

As of March 31, 2026, we have approximately $6.6 million in accounts payable with approximately $5.8 million that is over 90 days past due. If we are unable to repay these amounts, as well as our existing debt obligations at maturity, and we are otherwise unable to extend the maturity dates or refinance these obligations, we would be in default. We cannot provide any assurances that we will be able to raise the necessary amount of capital to repay these obligations or that we will be able to extend the maturity dates or otherwise refinance these obligations. Upon a default, our secured lenders would have the right to exercise their rights and remedies to collect, which would include foreclosing on our assets. Accordingly, a default would have a material adverse effect on our business, and we would likely be forced to seek bankruptcy protection.

A significant number of shares of our common stock may be issued and sold upon the exercise of outstanding options, warrants, and upon the conversion of the Company’s convertible preferred stock.

As of March 31, 2026, there were 55 shares of common stock issuable under outstanding options, 698,871 shares of common stock issuable upon exercise of outstanding warrants at various exercise prices and approximately 1,924,734 shares of common stock reserved for issuance upon the standard conversion of outstanding convertible preferred stock. To the extent that holders of existing options, warrants or convertible preferred stock sell the shares of common stock issued upon the exercise of options or warrants or conversion of the convertible preferred stock, the market price of our common stock may decrease due to the additional selling pressure in the market. The risk of dilution from issuances of shares of common stock underlying existing options, warrants and convertible preferred stock may cause shareholders to sell their common stock, which could further decline in the market price.

Our obligations to certain of our creditors are secured by security interests in our assets, so if we default on those obligations, our creditors could foreclose on some or all of our assets.

Our obligations to certain of our creditors are secured by security interests in our assets. As of March 31, 2026, approximately $0.6 million was owed to such secured creditors. Under such agreements, we are required to pay $99,000 on a weekly basis to a certain creditor. If we default on our obligations under these agreements, our secured creditors could foreclose on its security interests and liquidate some or all of these assets, which would harm our financial condition and results of operations and would require us to reduce or cease operations and possibly seek Bankruptcy Protection.

We have received a Staff Determination letter from Nasdaq notifying us that our securities are subject to delisting.

On May 6, 2026, we received a Staff Determination letter (the “Staff Determination”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that the Nasdaq staff has determined to delist our securities from The Nasdaq Capital Market for failure to comply with Nasdaq Listing Rule 5550(a)(2), which requires that listed securities maintain a minimum bid price of at least $1.00 per share. The Staff Determination further notified us that we are not eligible for an additional compliance period pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv) due to the fact we have effected a reverse stock split over the prior one-year period and have effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more. We intend to appeal the Staff Determination to the Nasdaq Hearings Panel (the “Panel”) in accordance with Nasdaq Listing Rule 5815(a), and the delisting action will be stayed pending the outcome of such appeal. However, there can be no assurance that the Panel will grant our request for continued listing or that we will be able to satisfy the conditions, if any, imposed by the Panel for continued listing. If our common stock is delisted from Nasdaq, it will likely be traded on a market with less liquidity, and therefore experience potentially more price volatility than experienced on Nasdaq. Stockholders may not be able to sell their shares of common stock on any such substitute market in the quantities, at the times, or at the prices that could potentially be available on a more liquid trading market. A delisting of our common stock from Nasdaq could also adversely affect our ability to obtain financing for our operations and/or result in a loss of confidence by investors, employees and/or business partners. In addition, certain institutional investors are restricted from investing in securities not listed on a national securities exchange, which could further reduce the liquidity and market price of our common stock.