Aditxt Inc. (NASDAQ:ADTX) experienced a significant surge of 52.11% in after-hours trading on Tuesday, with shares reaching $2.16. This increase followed the company’s filing of a definitive proxy statement for a special stockholder meeting scheduled for January 30, 2026. The announcement has garnered attention from investors, prompting questions about the implications of the proposed changes outlined in the filing.
Key Proposals for Shareholder Approval
The proxy statement details several critical proposals that require the approval of stockholders. According to the Securities and Exchange Commission filing dated Tuesday, stockholders of record as of December 5, 2023, will vote on compliance with Nasdaq Marketplace Rule 5635(d). This rule mandates shareholder approval for issuances exceeding 20% of outstanding shares at below-market prices. The proposals include the issuance of common stock connected to Series A-1 Convertible Preferred Stock from December 2023, Series C-1 Convertible Preferred Stock, and warrants from May and August 2024, as well as common stock purchase warrants from July 2024.
Additionally, Aditxt is seeking approval for its 2025 Employee Stock Purchase Plan. This plan would allow employees to purchase company stock at a discount through payroll deductions. The company also aims to amend its 2021 Omnibus Equity Incentive Plan, increasing the number of shares available for stock options and equity awards from 3 to 350,000.
Strategic Changes and Market Impact
Aditxt’s board of directors is requesting discretionary authority to implement a reverse stock split at a ratio between 1-for-5 and 1-for-250, with the final ratio to be determined by the board within one year of stockholder approval. This move is intended to enhance the company’s stock price and overall market perception.
In a notable shift, stockholders will also vote on a non-binding advisory proposal to change the company name from “Aditxt, Inc.” to “bitXbio, Inc.” This potential rebranding reflects a strategic pivot that the company believes could better align with its future goals in the biotech sector.
Kingsdale Advisors will act as the strategic stockholder advisor and proxy solicitation agent during this process, guiding the company through these significant changes.
Trading metrics indicate that Aditxt has faced challenges, having fallen 99.97% year to date. The California-based biotech currently holds a market capitalization of approximately $794,410. Prior to the after-hours surge, shares closed at $1.42, down 1.39% on Tuesday. Analysis from Benzinga Pro indicates a negative price trend for ADTX stock across all time frames.
As investors await the outcome of the special meeting, the recent developments signal a pivotal moment for Aditxt as it navigates through proposed changes that could reshape its future in the biotechnology landscape.
