Welcome to our dedicated page for Aditxt SEC filings (Ticker: ADTX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Aditxt announced that its CEO presented at the Wall Street Reporter Next Super Stock livestream and the company furnished a transcript as Exhibit 99.1. The filing makes the transcript available to investors and notes an archived audio recording will be accessible for 30 days on the company鈥檚 Investor Relations website. The filing includes a caution that the transcript may contain errors and that the presentation contains forward-looking statements.
The forward-looking disclosures explicitly reference the proposed initial public offering of Pearsanta and Aditxt鈥檚 planned acquisition of Evofem as matters subject to risk, and the company warns that actual results may differ materially from those statements.
Aditxt, Inc. (ADTX) is soliciting proxies for its 2025 annual meeting to be held virtually on September 16, 2025 at 12:00 PM ET. Stockholders of record as of August 8, 2025 (4,956,555 shares outstanding) may vote on four items: election of five directors, ratification of dbb mckennon as independent registered public accounting firm for fiscal 2025, authorization to grant the board discretionary authority to implement a reverse stock split at a ratio between 1-for-5 and 1-for-250 to be effective within one year if approved, and authorization to adjourn the meeting if needed.
The board proposes five nominees (Amro Albanna, Shahrokh Shabahang, Brian Brady, Charles Nelson, and Sylvia Hermina) and discloses board composition changes as two directors (Jeffrey Runge and Saundra Pelletier) are not standing for re-election, reducing the board from seven to five. Executive officer pay tables list 2024 base salaries including the CEO at $500,000 and other named officers. The proxy explains voting procedures, quorum (1,652,185 shares), broker voting rules, committee compositions, and director independence assessments consistent with Nasdaq standards.
Aditxt, Inc. (ADTX) disclosed two board members, Dr. Jeffrey Runge and Saundra Pelletier, will not stand for reelection at the 2025 Annual Meeting but will continue to serve until their terms expire. The company stated these decisions were not due to any disagreements with the company on operations, policies or practices.
The Board set the 2025 Annual Meeting for September 16, 2025 to be held virtually, with a record date of August 8, 2025. Because the meeting date changed by more than 30 days from last year, the prior proxy-statement nomination deadline no longer applies; the company established a submission deadline of August 18, 2025 for Rule 14a-8 proposals and for director nominations.
The filing also notes governance changes: the Board will be reduced from seven to five members after the meeting, and the company reiterated that Ms. Pelletier is expected to be appointed to the Board and as President of Adifem following the closing of the previously disclosed merger with Evofem per the Amended and Restated Merger Agreement dated July 12, 2024. The report includes a cautionary note that the proposed transaction may not be completed and lists related risks.
Aditxt has reported several significant financial transactions in this 8-K filing. Two senior executives provided short-term loans to the company: CEO Amro Albanna ($90,000) and CIO Shahrokh Shabahang ($100,000). These unsecured promissory notes carry a 7.5% interest rate and are due by July 20, 2025.
Additionally, the company issued a warrant to an unnamed consultant as part of a new marketing services agreement. Key warrant terms include:
- Right to purchase up to 600,000 shares of common stock
- Exercise price of $2.00 per share
- Two-year term
- Ownership limitation of 4.99% (or 9.99% at holder's election)
Both the promissory notes and warrant were issued under Section 4(a)(2) Securities Act exemption. The company, listed on Nasdaq as ADTX, is classified as an emerging growth company. These transactions suggest potential cash flow challenges and efforts to enhance investor relations.
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