UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
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Item 1.01 Entry Into a Material Definitive Agreement
On September 12, 2025, Aditxt, Inc. (the “Company”) issued and sold senior unsecured notes (each, a "Note") to accredited investors in the aggregate original principal amount of $212,500 for a purchase price of $170,000, reflecting an aggregate original issue discount of $42,500. The Notes bear interest at a rate of 10% per annum and have a maturity date of September 30, 2025 (the “Maturity Date”). So long as any amounts remain outstanding under the Notes, 100% of the gross proceeds received by the Company on or after the date hereof from sales of common stock of the Company pursuant to any at-the-market offering, equity-line or other similar transaction shall be used to repay the Notes. The Notes contains certain standard events of default, as defined in the Note. Following the Maturity Date and until all of the Notes have been satisfied, the Company shall be prohibited from taking certain actions, including but not limited to, incurring any additional indebtedness, redeeming any capital stock or declaring or paying any dividends.
The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Note, a copy of which is attached hereto as Exhibit 10.1.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in “Item 1.01 Entry into a Material Definitive Agreement” relating to the issuance of the Note is incorporated by reference herein in its entirety.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in “Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant” relating to the issuance of the Note is incorporated by reference herein in its entirety. The Company issued the Note in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Item 8.01 Other Events.
On September 16, 2025, the Company adjourned its 2025 annual meeting of stockholders (the “Annual Meeting”) until September 23, 2025 at 12:00 PM ET in order to allow for additional time for the Company’s stockholders to vote on the following proposals: (i) to elect five (5) members to the Company’s board of directors, (ii) to ratify the appointment of dbbmckennon as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, and (iii) grant discretionary authority to the Company’s board of directors to (i) amend the Company’s certificate of incorporation to combine the outstanding shares of its 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 the Company’s 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 the Company’s stockholders. The adjourned Annual Meeting will be held in a virtual-only meeting format at www.virtualshareholdermeeting.com/ADTX2025
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | Form of Senior Unsecured Note (Sept. 2025) | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
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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: September 16, 2025
| Aditxt, Inc. | ||
| By: | /s/ Amro Albanna | |
| Name: | Amro Albanna | |
| Title: | Chief Executive Officer | |
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