UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 17, 2025, Aditxt, Inc. (the “Company”) reconvened the special meeting of stockholders (the “Reconvened Special Meeting”), which was initially held on February 28, 2025 in virtual format and adjourned until March 17, 2025 and subsequently adjourned on March 17, 2025 until April 17, allowing additional time for stockholders to vote on the following proposals: (i) 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 (Proposal 1); (ii) 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 (Proposal 2); and (iii) 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 (Proposal 3). An aggregate of 28,636,023 shares of the Company’s common stock or approximately 36.17% of the voting authority, constituting a quorum, were represented virtually, in person, or by valid proxies at the Special Meeting..
The final results for each of the matters (Proposals 1, 2 and 3) submitted to a vote of stockholders at the Reconvened Special Meeting, as set forth in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on January 27, 2025, are as follows:
Proposal 1. At the Reconvened Special Meeting, the proposal 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. During the Reconvened Special Meeting, Proposal 1 did not pass as it did not receive the affirmative vote of the holders of a majority in voting power of the votes cast. The result of the votes for Proposal 1 were as follows:
| For | Against | Abstain | Broker Non-Vote | |||
| 4,504,460 | 4,927,835 | 747,635 | 18,356,093 |
Proposal 2. At the Reconvened Special Meeting, the proposal 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. During the Reconvened Special Meeting, Proposal 2 did not pass as it did not receive the affirmative vote of the holders of a majority in voting power of the votes cast. The result of the votes for Proposal 2 were as follows:
| For | Against | Abstain | Broker Non-Vote | |||
| 4,482,280 | 4,928,198 | 769,452 | 18,356,093 |
Proposal 3. At the Reconvened Special Meeting, the proposal 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. During the Reconvened Special Meeting, Proposal 3 did not pass as it did not receive the affirmative vote of the holders of a majority in voting power of the votes cast. The result of the votes for Proposal 3 were as follows:
| For | Against | Abstain | Broker Non-Vote | |||
| 4,512,470 | 4,906,295 | 761,165 | 18,356,093 |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 17, 2025
| Aditxt, Inc. | ||
| By: | /s/ Amro Albanna | |
| Name: | Amro Albanna | |
| Title: | Chief Executive Officer | |