Form 8-K/A

8-K/A — Aditxt, Inc.

Accession: 0001213900-26-041018

Filed: 2026-04-07

Period: 2026-03-10

CIK: 0001726711

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Financial Statements and Exhibits

Documents

8-K/A — ea0285319-8ka1_aditxt.htm (Primary)

EX-23.1 — CONSENT OF CBIZ CPAS P.C (ea028531901ex23-1.htm)

EX-99.1 — AUDITED FINANCIAL STATEMENTS OF IGNITE PROTEOMICS LLC AS OF DECEMBER 31, 2025 AND 2024 AND FOR THE YEAR ENDED DECEMBER 31, 2025 AND THE PERIOD FROM MAY 30, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024 (ea028531901ex99-1.htm)

EX-99.2 — UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2025 (ea028531901ex99-2.htm)

EX-99.3 — UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2024 (ea028531901ex99-3.htm)

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8-K/A — AMENDMENT NO. 1 TO FORM 8-K

8-K/A (Primary)

Filename: ea0285319-8ka1_aditxt.htm · Sequence: 1

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0001726711

2026-03-10

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

March 10, 2026

Aditxt, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39336

82-3204328

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

2569 Wyandotte St., Suite 101, Mountain View, CA

94043

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (650) 870-1200

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-47(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001

ADTX

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note:

On March 13, 2026, Aditxt, Inc. (the “Company”)

filed a Current Report on Form 8-K (the “Original Report”) reporting the completion of the acquisition of Ignite Proteomics

LLC (“Ignite”) on March 11, 2026. The Original Report indicated that the financial statements of the business acquired, and

the pro forma financial information required by Item 9.01 of Form 8-K would be filed by amendment.

This Current Report on Form 8-K/A amends

the Original Report to provide the financial statements of Ignite and the unaudited pro forma consolidated financial information required

by Item 9.01 of Form 8-K. Except as described herein, this Form 8-K/A does not amend, modify, or update any other information contained

in the Original Report.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of business acquired.

The audited balance sheet of Ignite as of December 31, 2025 and the related audited statements of operations, stockholders’ deficit,

and cash flows for the year ended December 31, 2025, and the audited balance sheet of Ignite as of December 31, 2024 and the related audited

statements of operations, stockholders’ deficit, and cash flows for the period from May 30, 2024 (inception) through December 31,

2024, are filed as Exhibit 99.1.

(b) Pro forma financial information.

The unaudited pro forma consolidated financial information of the Company

giving effect to the acquisition of Ignite Proteomics LLC, consisting of (i) the unaudited pro forma consolidated balance sheet as of

December 31, 2025 and the unaudited pro forma consolidated statement of operations for the year ended December 31, 2025, and (ii) the

unaudited pro forma consolidated balance sheet as of December 31, 2024 and the unaudited pro forma consolidated statement of operations

for the year ended December 31, 2024, are filed as Exhibit 99.3 and Exhibit 99.4, respectively, and are incorporated herein by reference.

(d) Exhibits.

Exhibit No.

Exhibit

23.1

Consent of CBIZ CPAs P.C.

99.1

Audited financial statements of Ignite Proteomics LLC as of December 31, 2025 and 2024 and for the year ended December 31, 2025 and the period from May 30, 2024 (inception) through December 31, 2024

99.2

Unaudited pro forma consolidated financial information as of and for the year ended December 31, 2025

99.3

Unaudited pro forma consolidated financial information as of and for the year ended December 31, 2024

104

Cover Page Interactive Data File (embedded within the XBRL document)

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

ADITXT, INC.

Date: April 7, 2026

By:

/s/ Amro Albanna

Amro Albanna

Chief Executive Officer

EX-23.1 — CONSENT OF CBIZ CPAS P.C

EX-23.1

Filename: ea028531901ex23-1.htm · Sequence: 2

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITOR

We consent to the incorporation by reference in the Registration Statements on Forms S-3 (File No. 333-280757 and File No. 333-257645),

and S-1 (File No. 333-2888211, File No. 333-281988, File No. 333-275375, File No. 333-274539 and File No 333-266183) of Aditxt Inc., of

our report dated April 6, 2026, with respect to the financial statements of Ignite Proteomics LLC, which appears in this Current Report

on Form 8-K of Aditxt, Inc.

/s/ CBIZ CPAs P.C.

New York, New York

April 7, 2026

EX-99.1

Filename: ea028531901ex99-1.htm · Sequence: 3

Exhibit

99.1

Ignite

Proteomics LLC

Financial

Statements

For

the Year Ended December 31, 2025 and for the Period from May 30, 2024 (Inception) to December 31, 2024

IGNITE

PROTEOMICS LLC

TABLE

OF CONTENTS

Page

INDEPENDENT AUDITOR’S REPORT

Financial

Statements for the year ended December 31, 2025 and for the period from May 30, 2024 (Inception) to December 31, 2024:

Balance Sheets

Statement of Operations

Statement of Changes in Member’s Deficit

Statement of Cash Flows

Notes to Financial Statements

F-1

CBIZ CPAs P.C.

730 Third Avenue

11th Floor

New York, NY 10017

P: 212.485.5500

Independent

Auditors’ Report

To Those Charged with Governance

Ignite Proteomics, LLC

Opinion

We have audited the financial statements of Ignite Proteomics LLC (the

“Company”), which comprise the balance sheets as of December 31, 2025 and 2024, and the related statements of operations,

changes in member’s deficit, and cash flows for the year ended December 31, 2025, and for the period from May 30, 2024 (inception)

through December 31, 2024, and the related notes to the financial statements (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly,

in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and

its cash flows for the year ended December 31, 2025 and for the period from May 30, 2024 (inception) through December 31, 2024, in accordance

with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally

accepted in the United States of America (“GAAS”). Our responsibilities under those standards are further described in the

Auditors’ Responsibilities for the Audits of the Financial Statements section of our report. We are required to be independent of

the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Substantial Doubt About the Company’s

Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that

the Company will continue as a going concern. As discussed in Note 3 regarding the financial statements, the Company has incurred a loss

and generated negative cash flow from operating activities during the period. Management’s evaluation of the events and conditions

and management’s plans regarding these matters are also described in Note 3. The financial statements do not include any adjustments

that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

CBIZCPAS.COM

F-2

Responsibilities of Management for the

Financial Statements

Management is responsible for the preparation and fair presentation

of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design,

implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are

free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate

whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to

continue as a going concern for one year after the date that the financial statements are available to be issued.

Auditors’ Responsibilities for the

Audits of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the

financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report

that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee

that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists.

In performing an audit in accordance with GAAS, we:

● Exercise professional judgment and maintain professional

skepticism throughout the audit.

● Identify and assess the risks of material misstatement of

the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks.

● Obtain an understanding of internal control relevant to the

audit in order to design audit procedures that are appropriate in the circumstances.

● Evaluate the appropriateness of accounting policies used

and the reasonableness of significant accounting estimates made by management.

● Conclude whether conditions or events raise substantial doubt

about the Company’s ability to continue as a going concern.

We are required to communicate with those charged with governance regarding,

among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters.

/s/ CBIZ CPAs P.C.

New York, New York

April 6, 2026

F-3

IGNITE

PROTEOMICS LLC

BALANCE

SHEETS

December 31,

2025

December 31,

2024

ASSETS

Current assets:

Cash

$ 13,228

$ 7

Accounts receivable, net

28,030

Inventory

131,435

83,897

Prepaid expenses and other current assets

112,548

70,454

Total current assets

257,211

182,388

Property and equipment, net

904,680

Total assets

$ 257,211

$ 1,087,068

LIABILITIES AND MEMBER’S EQUITY

Current liabilities:

Accounts payable and accrued expenses

$ 2,485,505

$ 448,523

Intercompany payables

4,578,815

1,744,595

Total current liabilities

7,064,320

2,193,118

Total liabilities

7,064,320

2,193,118

Contingencies – Note 6

Member’s deficit

(6,807,109 )

(1,106,050 )

Total liabilities and member’s deficit

$ 257,211

$ 1,087,068

See

accompanying notes to the financial statements

F-4

IGNITE

PROTEOMICS LLC

STATEMENTS

OF OPERATIONS

Year Ended

December 31,

2025

For the

period from

May 30,

2024 to

December 31,

2024

Revenues, net

$ 43,539

$ 72,050

Cost of revenues

402,063

311,832

Gross loss

(358,524 )

(239,782 )

Operating expenses:

General and administrative

4,594,573

2,000,901

Loss on impairment

748,101

Total operating expenses

5,342,674

2,000,901

Operating loss

(5,701,198 )

(2,240,683 )

Other income:

Interest income

139

Total other income

139

Net loss

$ (5,701,059 )

$ (2,240,683 )

See

accompanying notes to the financial statements.

F-5

IGNITE

PROTEOMICS LLC

STATEMENTS

OF CHANGES IN MEMBER’S DEFICIT

FOR

THE YEAR ENDED DECEMBER 31, 2025 AND FOR THE PERIOD FROM MAY 30, 2024

(INCEPTION) TO DECEMBER 31, 2024

Member’s

Deficit

Total

Balance, May 30, 2024 (inception)

$ -

Net loss

(2,240,683 )

Member’s

contributions

1,134,633

Balance as of December 31, 2024

$ (1,106,050 )

(1,106,050 )

Net

loss

(5,701,059 )

Balance as of December 31, 2025

$ (6,807,109 )

(6,807,109 )

See

accompanying notes to financial statements.

F-6

IGNITE

PROTEOMICS LLC

STATEMENTS

OF CASH FLOWS

For

The

Year Ended

December 31,

2025

For

the

Period from

May 30,

2024 to

December 31,

2024

Cash flows from operating activities:

Net loss

$ (5,701,059 )

$ (2,240,683 )

Adjustments to reconcile

net loss to net cash used in operating activities:

Depreciation expense

156,579

139,182

Loss on impairment of property

and equipment

748,101

Changes in operating assets

and liabilities:

Accounts receivable, net

28,030

(28,030 )

Inventory

(47,538 )

(83,897 )

Prepaid expenses and other

current assets

(42,094 )

20,317

Accounts

payable and accrued expenses

4,871,202

2,193,118

Net increase in cash

13,221

Cash, beginning of period

Cash, end of period

$ 13,228

$ 7

Non-cash

investing and financial activities:

Non-cash contribution

from the member in the form of medical equipment

$ -

$ 1,043,862

Non-cash contribution from the member in the

form of inventory

$ -

$ 90,771

Intercompany payables

$ 2,834,220

$ 1,744,595

See

accompanying notes to the financial statements.

F-7

IGNITE

PROTEOMICS LLC

NOTES

TO FINANCIAL STATEMENTS

Note

1. Description of Business

Ignite

Proteomics LLC (the “Company”) was formed on May 30, 2024, as a Delaware limited liability company under the Delaware Limited

Liability Company Act. The Company operates the medical laboratory acquired from Theralink Technologies, Inc., provides services related

to proteomic products pursuant to acquired licenses from George Mason University (“GMU”) and Vanderbilt University (“Vanderbilt”),

and collects fees for services rendered. The Company has obtained credentials to bill Medicare, a third-party payer, for reimbursement

of its Ignite proteomics test and is in the process of securing credentials for reimbursement from additional third-party payors. The

Company generates revenue through clinical diagnostic testing, research contracts with leading academic and biopharmaceutical institutions,

and participation in clinical trials and registries.

IMAC

Holdings, Inc. (the “Member”) is the sole member of the Company and owns 100% of its membership interests.

Note

2. Summary of Significant Accounting Policies

Basis

of Presentation

The

accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States

of America (“GAAP”) as promulgated by the Financial Accounting Standards Board (“FASB”) through the Accounting

Standards Codification (“ASC”).

The

financial statements present the Company’s financial position and results of operations for the year ended December 31, 2025. As

the Company was formed on May 30, 2024, the comparative financial information reflects the period from inception through December 31,

2024, representing approximately seven months of operations.

Use

of Estimates

The

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets, liabilities, revenues and expenses at the date and for the periods that the financial statements are prepared. On

an ongoing basis, the Company evaluates its estimates, including those related to contractual insurance adjustments on revenues and expected

credit losses, and impairment of long-lived assets. The Company bases its estimates on historical experience and on various other assumptions

that are believed to be reasonable under the circumstances. Actual results could materially differ from those estimates.

Revenue

Recognition

The

Company accounts for its revenue transactions under Financial Accounting Standards Board (“FASB”) through the Accounting

Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”).

In accordance with ASC Topic 606, the Company recognizes revenues when its customers obtain control of its product for an amount

that reflects the consideration it expects to receive from its customers in exchange for that product. To determine revenue recognition

for contracts that are determined to be in scope of ASC Topic 606, the Company performs the following five steps: (i)

identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction

price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the

Company satisfies the performance obligation. The Company only applies the five-step model to contracts when it is probable that

the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once

the contract is determined to be within the scope of ASC Topic 606, the Company assesses the goods or services promised within each

contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The

Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when

such performance obligation is satisfied.

Revenue

is recognized at the point in time when the analysis report is submitted to the customer.

F-8

Cash

and Cash Equivalents

The

Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. The Company had no cash

equivalents at December 31, 2025.

Property

and Equipment

Property

and equipment are stated at cost, less accumulated depreciation. Additions and improvements are capitalized, while expenditures for maintenance

and repairs are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the

assets.

Upon

sale or retirement of assets, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or

loss is recognized in other income (expense) in the period incurred.

Property

and equipment are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset

or asset group may not be recoverable. Recoverability is assessed by comparing the carrying amount of the asset group to the estimated

undiscounted future cash flows expected to result from the use and eventual disposition of the asset group.

the carrying amount exceeds the estimated undiscounted future cash flows, an impairment loss is recognized for the amount by which the

carrying value exceeds the fair value of the asset group. Fair value is generally determined using discounted cash flow analyses or other

valuation techniques.

Income

Taxes

The

Company is a single member limited liability company that has elected to be treated as a disregarded entity for federal and applicable

state tax purposes. Accordingly, all items of income, gain, loss, deduction, and credit of the Company (including, without limitation,

items not subject to federal or state income tax) are treated for federal and applicable state income tax purposes as items of income,

gain, loss, deduction, and credit of the Member. As a result, no income tax provision is included in the accompanying financial statements.

Transactions for which tax deductibility or the timing of deductibility is uncertain are reviewed based on their technical merits in

determining distribution of the Company’s income. Penalties and interest assessed by income taxing authorities, if any, are included

in selling, general, and administrative expenses; however, no such interest or penalties were recognized for the years ended December

31, 2025 and 2024, respectively.

F-9

Inventories

are stated at the lower of cost or net realizable value (“NRV”) in accordance with ASC 330, Inventory (“ASC 330”).

Cost is determined using the weighted-average method, which approximates actual cost.

The

Company evaluates inventory regularly to identify items that are excess, obsolete, or slow-moving, and records valuation adjustments

when necessary to reduce the carrying amount to NRV. The determination of net realizable value considers factors such as current and

forecasted demand, expected selling prices, production costs, and normal profit margins. Inventory is not carried above amounts expected

to be recovered through sale or use.

Recently

Issued and Adopted Accounting standard

The

Company was not subject to nor did the Company adopt any other new accounting pronouncements during period ended December 31, 2025 that

had a material impact on the financial condition, results of operations, or cash flows.

Recently

Issued not yet Adopted Accounting Standards

November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income- Expense Disaggregation Disclosures (“ASU

2024-03"). ASU 2024-03 requires disclosure of specific information about certain costs and expenses in the notes to its financial

statements for interim and annual reporting periods. The objective of the disclosure requirements is to provide disaggregated information

to help financial statement users (a) better understand the Company’s performance, (b) better assess the Company’s prospects

for future cash flows, and (c) compare the Company’s performance over time and with that of other entities. ASU 2024-03 is effective

for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December

15, 2027. The Company is currently evaluating the impact that this guidance will have on its financial statements and related disclosures.

Note

3. Going Concern Considerations

The

Company’s financial statements are prepared in accordance with GAAP and includes the assumption of a going concern basis, which

contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred losses

and generated negative cash inflows from operating activities during the reporting periods. As a result, management concludes that there

is substantial doubt to continue as a going concern twelve months from the issuance of these statements.

These

financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification

of liabilities that might be necessary should the Company be unable to continue as a going concern.

F-10

Note 4.

Property and Equipment

Property

and equipment consisted of the following at December 31, 2025 and 2024:

Estimated

Useful Life

December

31, 2025

December

31, 2024

Medical Equipment

5 years

$ 1,043,862

Less: accumulated depreciation

(295,761 )

(139,182 )

Impairment of property and equipment

(748,101 )

Total property and equipment, net

$ -

$ 904,680

Depreciation

was approximately $156,579 and $139,182 for the year ended December 31, 2025 and for the period from May 30, 2024 (inception) through

December 31, 2024, respectively.

During

the year ended December 31, 2025, the Company recognized an impairment loss of $748,101 on the laboratory equipment that was acquired

May 2024 from Theralink Technologies, Inc. This impairment was triggered by a revenue shortfall that resulted in minimal cash flows generated

from the use of the laboratory equipment. The net revenue for the year ended December 31, 2025 was approximately $43,539. The carrying

amount of the laboratory equipment was $748,101 and it was determined that the fair value was $0. The impairment loss was measured

as the difference between the carrying amount of the asset group and its estimated fair value.

Note

5. Member’s Deficit

The

Company operates as a limited liability company without any authorized share capital and has not issued any share units to its Member,

as stipulated in its formation documents. Accordingly, there are no outstanding share units as of the balance sheet dates. On May 30,

2024, the Member contributed property and equipment and inventory valued at $1,043,862 and $90,771, respectively, which was recorded

as a capital contribution during the comparative period.

During

the year ended December 31, 2024, the Member entered into several financing transactions with Theralink Technologies, Inc. (“Theralink”)

that culminated in an acquisition of Theralink assets. Pursuant to the Settlement and Release Agreement dated May 1, 2024, the Member

acquired certain assets which resulted in the recording of long lived assets of $1.1 million. These assets were contributed to the

Company as a capital contribution on May 30, 2024.

During

the year ended December 31, 2025, the Member provided funding for various working capital and operational requirements which have been

recorded as intercompany payable.

The

Member is vested with full authority to manage and control the business and affairs of the Company, including, the power to appoint officers

and to take all actions deemed necessary, to carry out the purposes and operations of the Company.

Note

6. Contingencies

From

time to time the Company may become subject to threatened and/or asserted claims arising in the ordinary course of our business. Management

is not aware of any matters, either individually or in the aggregate, that are reasonably likely to have a material impact on the Company’s

financial condition, results of operations or liquidity for the periods presented.

F-11

Note

7. Segment Reporting

The

Company has determined that it currently operates in a single segment, precision medicine in cancer treatment, currently located in a

single geographic location, the United States. The accounting policies of the segment are the same as those described in the summary

of significant accounting policies. Since the Company operates in a single segment, the measure of segment total assets and loss from

operations is the same as that reported on the accompanying balance sheets as total assets, and the accompanying statement of operations

as loss from operations, respectively.

The

Company’s chief operating decision maker (“CODM”) is the chief executive officer of the Member. The Company’s

CODM reviews and evaluates the total consolidated net loss for purposes of assessing performance, making operating decisions, allocating

resources, and planning and forecasting for future periods. In addition to the significant expense categories included within the total

net loss presented on the Company’s Statements of Operations, the following table sets forth significant segment expenses:

For the

year ended

December 31,

2025

For the

period from

May 30,

2024 to

December 31,

2024

Revenue, net

$ 43,539

$ 72,050

Cost of revenue

(402,063 )

(311,832 )

(358,524 )

(239,782 )

Operating expenses

Employee expense

3,768,348

1,193,173

Professional fees

426,853

607,661

Occupancy

260,177

147,482

Insurance

7,594

2,811

Loss on impairment

748,101

Other

131,601

49,774

Total operating expenses

5,342,674

2,000,901

Operating loss

(5,701,198 )

(2,240,683 )

Other income

Interest income

139

Total other income

139

Net loss

$ (5,701,059 )

$ (2,240,683 )

F-12

Note

8. Related Party

The

Company primarily transacted with its sole related party, the Member, during the periods. At inception, the Member contributed medical

equipment and inventory valued at $1,043,862 and $90,771, respectively, as a capital contribution. Additionally, the Company engaged

in operational transactions with the Member during the period, including payroll expenses allocated between the Member and the Company,

among other items. Accordingly, the Company had an intercompany payables balance of $4,578,815 and $1,744,595 outstanding at December

31, 2025 and 2024, respectively.

Note

9. Subsequent Event

The

Company evaluated subsequent events and transactions that occurred after December 31, 2025 through the date the financial statements

were issued.

Subsequent

to December 31, 2025, Aditxt, Inc. (“Aditxt”) acquired 100% of the outstanding membership interests of Ignite Proteomics

LLC (“Ignite”) pursuant to a Securities Purchase Agreement with IMAC Holdings, Inc. (“IMAC”) and certain other

equity holders of Ignite. IMAC was the Company’s sole member during the periods presented and Ignite was formerly a wholly owned

subsidiary of IMAC.

The

acquisition was completed on March 11, 2026, at which time Ignite became a wholly owned subsidiary of Aditxt.

Under

the terms of the transaction, Aditxt issued 36,000 shares of its Series A-2 Convertible Preferred Stock, with an aggregate stated value

of $36.0 million, as consideration for the equity interests of Ignite.

The

financial statements presented herein reflect the historical operations and financial position of Ignite prior to the change in ownership.

The accounting for the acquisition and any related purchase accounting adjustments will be reflected in the consolidated financial statements

of Aditxt, Inc.

Management

evaluated additional events occurring after December 31, 2025 and determined that no other subsequent events requiring recognition or

disclosure in the accompanying financial statements had occurred.

F-13

EX-99.2 — UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2025

EX-99.2

Filename: ea028531901ex99-2.htm · Sequence: 4

Exhibit 99.2

Aditxt Inc.

Unaudited Pro Forma Consolidated Financial Statements

(In U.S. dollars)

As of December 31, 2025

Aditxt Inc.

Pro Forma Consolidated Statement of Financial Position

(Unaudited)

(In thousands of U.S. dollars)

As of December 31, 2025

Aditxt

Ignite

Pro Forma Adjustments

Notes

Pro Forma Consolidated

ASSETS

CURRENT ASSETS:

Cash

3,199

Note 3(a)

3,212

Accounts receivable, net

Inventory

131

137

Prepaid expenses

617

113

730

TOTAL CURRENT ASSETS

3,822

257

4,079

Fixed assets, net

880

Intangible assets, net

Deposits

Right of use asset - long term

1,205

Notes receivable, net of discount

3,900

Investment in Evofem

6,646

Goodwill

36,551

Note 3(b)

36,551

TOTAL ASSETS

16,517

257

36,551

53,325

The accompanying notes are an integral part of

these unaudited pro forma consolidated financial statements.

Aditxt Inc.

Pro Forma Consolidated Statement of Financial Position

(Unaudited)

(In thousands of U.S. dollars)

As of December 31, 2025

Aditxt

Ignite

Pro Forma Adjustments

Notes

Pro Forma Consolidated

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES:

Accounts payable and accrued expenses

7,693

2,486

(1,202 )

Note 3(c)

8,977

Mandatorily Redeemable A-1 Preferred Stock (678 and 0 shares)

779

Mandatorily Redeemable C-1 Preferred Stock (896 and 1,178 shares)

1,031

Notes payable and other short-term debt, net of discount

1,855

Deferred rent

Intercompany with IMAC

4,579

(4,579 )

Note 3(d)

Lease liability - short term

808

TOTAL CURRENT LIABILITIES

12,220

7,064

(5,781 )

13,504

Lease liability - long term

343

Derivative liability

TOTAL LIABILITIES

12,563

7,064

(5,781 )

13,847

STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred stock, $0.001 par value, 3,000,000 shares authorized, no shares issued and outstanding

Series A-1 Preferred stock, $0.001 par value, 22,280 shares authorized, 20,375 and 22,071 shares issued and outstanding, as of December 31, 2025 and December 31, 2024, respectively

Series A-2 Preferred Stock, $0.001 par value; 36,000 shares authorized; 36,000 and zero shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

Note 3(e)

Series B Preferred stock, $0.001 par value, 1 shares authorized, zero and zero shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

Series B-1 Preferred stock, $0.001 par value, 6,000 shares authorized, 2,689 and 2,689 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

Series B-2 Preferred stock, $0.001 par value, 2,625 shares authorized, 2,625 and 2,625 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

Series C Preferred stock, $0.001 par value, 1 shares authorized, zero and zero shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

Series D-1 Preferred stock, $0.001 par value, 1 shares authorized, zero and zero shares issued and outstanding, as of December 31, 2025 and December 31, 2024, respectively

Common stock

Treasury stock

(202 )

Additional paid-in capital

214,365

36,000

250,365

Member's Deficit

(6,807 )

6,807

Note 3(f)

Accumulated deficit

(209,809 )

(475 )

Note 3(g)

(210,284 )

Accumulated other comprehensive income

1,254

TOTAL ADITXT, INC. STOCKHOLDERS' EQUITY (DEFICIT)

5,610

(6,807 )

42,332

41,135

NON-CONTROLLING INTEREST

(1,656 )

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)

3,954

(6,807 )

42,332

39,479

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

16,517

257

36,551

53,325

The accompanying notes are an integral part of

these unaudited pro forma consolidated financial statements.

Aditxt Inc.

Pro Forma Consolidated Statement of Earnings

(Unaudited)

(In thousands of U.S. dollars, except share and earnings per share)

For the twelve months ended December 31, 2025

Aditxt

Ignite

Pro Forma Adjustments

Notes

Pro Forma Consolidated

REVENUE

Sales

Cost of goods sold

402

405

Gross profit (loss)

(358 )

OPERATING EXPENSES

General and administrative expenses

15,975

4,595

475

Note 3(g)

21,044

Research and development

3,194

Sales and marketing

402

Loss on disposition or impairment

748

Total operating expenses

19,571

5,343

475

25,389

NET LOSS FROM OPERATIONS

(19,571 )

(5,701 )

(475 )

(25,747 )

OTHER EXPENSE

Interest expense

(681 )

Interest income

199

Amortization of debt discount

(1,707 )

Change in fair value of derivative liability

Change in fair value of Evofem warrants

2,807

Impairment of Evofem F-1 Preferred Stock

(23,766 )

Impairment of fixed assets

(412 )

Gain on Evofem note

328

Total other expense

(23,217 )

Net loss before provision for income taxes

(42,788 )

(5,701 )

(475 )

(48,964 )

Provision for Income Taxes

NET LOSS

(42,788 )

(5,701 )

(475 )

(48,964 )

NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST

(1,073 )

NET LOSS ATTRIBUTABLE TO ADITXT & SUBSIDIARIES

(41,715 )

(5,701 )

(475 )

(47,891 )

Deemed Dividends

(1,387 )

NET EARNINGS/(LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS

(43,103 )

(5,701 )

(475 )

(49,279 )

Net loss per share: - Continuing Operations

Basic and Diluted

(1,153.82 )

(1,319.20 )

Weighted average number of shares:

Basic and Diluted

37,355

The accompanying notes are an integral part of these unaudited pro

forma consolidated financial statements.

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the twelve months ended December 31, 2025

1. Description of Transaction

Acquisition of Ignite Proteomics

LLC by Aditxt

On March 11, 2026, Aditxt, Inc. (“Aditxt”

or the “Company”) completed the acquisition of all of the equity interests of Ignite Proteomics LLC (“Ignite”),

a Delaware limited liability company and formerly a wholly owned subsidiary of IMAC Holdings, Inc., pursuant to a Securities Purchase

Agreement entered into between the Company, the investors listed on the schedule of buyers attached thereto and IMAC Holdings, Inc.

Under the terms of the Securities Purchase

Agreement, the Company acquired 100% of the issued and outstanding equity interests of Ignite. In connection with the transaction, the

investors transferred their equity interests in Ignite to the Company in exchange for 36,000 shares of the Company’s Series A-2

Convertible Preferred Stock with an aggregate stated value of $36.0 million.

In addition, approximately $0.5 million

of cash was directed through the closing funds flow to satisfy certain transaction-related expenses and obligations associated with the

acquisition. These amounts included payments for legal and administrative costs, as well as net amounts remitted to IMAC Holdings, Inc.,

including amounts previously advanced.

These payments were made to settle

seller obligations and transaction costs in connection with the acquisition and do not represent pre-existing relationships between Aditxt

and Ignite. Accordingly, such amounts have not been reflected as consideration transferred in the preliminary purchase price allocation.

In addition, Aditxt expects to settle

certain operating liabilities of Ignite Proteomics LLC following the acquisition, as identified in Schedule 2 to the transaction agreements

(approximately $808). Although these liabilities were not legally assumed as part of the acquisition, management determined that the settlement

of such obligations represents additional purchase consideration, as Aditxt does not receive a direct economic benefit from the original

incurrence of these liabilities. Accordingly, these amounts have been reflected as an increase to goodwill in the preliminary purchase

price allocation.

Business Combination

The Company evaluated the acquisition

of Ignite Proteomics LLC in accordance with the guidance in ASC 805-10-55 to determine whether the acquired set of activities and assets

constitutes a business.

The acquired set includes inputs, such

as intellectual property, laboratory equipment, and workforce; processes, including proprietary methodologies and operational protocols;

and the ability to generate outputs, including research and development activities and related services.

Based on this evaluation, management

concluded that the acquired set represents a business, as it includes a substantive process that, when applied to the inputs, has the

ability to contribute to the creation of outputs. Accordingly, the transaction has been accounted for as a business combination under

ASC 805.

Continuity of Operations

Following the acquisition, Aditxt has

retained and/or transitioned key employees of Ignite Proteomics LLC and continues to operate the acquired business using substantially

the same processes and operational infrastructure. This continuity of personnel and operations supports the Company’s conclusion

that the acquired set includes a substantive process and will continue to generate output.

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the twelve months ended December 31, 2025

1. Description of Transaction (continued)

Basis of Preparation

The accompanying unaudited Pro Forma

Consolidated Financial Statements of Aditxt have been prepared to give effect to the acquisition of Ignite. The unaudited Pro Forma Consolidated

Statement of Financial Position gives effect to the transaction as if it had occurred on December 31, 2025. The unaudited Pro Forma Consolidated

Statement of Earnings for the twelve months ended December 31, 2025, gives effect to the transaction as if it had occurred on January

1, 2025.

The unaudited Pro Forma Consolidated

Statement of Financial Position combines the historical consolidated statement of financial position of Aditxt as of December 31, 2025,

and the historical statement of financial position of Ignite as of December 31, 2025. Certain amounts may not sum due to rounding.

The unaudited Pro Forma Consolidated

Financial Statements are based on, and should be read in conjunction with:

● the audited consolidated financial statements of Aditxt as

of and for the year ended December 31, 2024 (“Aditxt’s 2024 Annual Consolidated Financial Statements”) prepared in

U.S. dollars in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”);

● the audited financial statements of Ignite as of and for the

year ended December 31, 2024 (“Ignite’s 2024 Financial Statements”) prepared in U.S. dollars in accordance with U.S.

GAAP;

● the audited consolidated financial statements of Aditxt as

of and for the year ended December 31, 2025; and

● the audited financial statements of Ignite as of and for the

year ended December 31, 2025.

The audited consolidated financial

statements of Aditxt for the years ended December 31, 2025 and 2024 are incorporated herein by reference.

The unaudited Pro Forma Consolidated

Financial Statements have been presented for illustrative purposes only. The pro forma information is not necessarily indicative of what

the combined company’s financial position or financial performance would have been had the transaction been completed on the dates

indicated above, nor does it purport to project the future financial position or operating results of the combined company.

The unaudited Pro Forma Consolidated

Financial Statements do not reflect potential cost savings, operating synergies, or revenue enhancements that may be realized from the

transaction. The actual financial position and results of operations of Aditxt following the closing of the transaction may vary from

the amounts set forth in the unaudited Pro Forma Consolidated Financial Statements, and such variations could be material.

The pro forma adjustments are based

upon available information and certain assumptions believed to be reasonable under the circumstances. The purchase price allocation and

the corresponding fair value adjustments are provisional and subject to refinement as more detailed analyses are completed and additional

information about the fair value of assets acquired and liabilities assumed becomes available. Aditxt will finalize all amounts as it

obtains the necessary information to complete the measurement process, which will be no later than one year from the closing date of the

acquisition.

Accordingly, the pro forma adjustments

are preliminary and have been made solely for the purpose of providing the unaudited Pro Forma Consolidated Financial Statements. Differences

between these preliminary estimates and the final acquisition accounting may occur, and such differences could be material to the accompanying

unaudited Pro Forma Consolidated Financial Statements and Aditxt’s future financial performance and financial position.

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the twelve months ended December 31, 2025

2. Preliminary

Purchase Price Allocation

The purchase consideration for the acquisition consists

of (i) 36,000 shares of the Company’s Series A-2 Convertible Preferred Stock and (ii) the estimated impact of approximately $808

of Ignite operating liabilities expected to be settled post-closing, which are treated as additional purchase consideration. In accordance

with ASC 805-30-30-1, the consideration transferred in the transaction will be measured at the fair value of the equity interests issued

as of the acquisition date.

The stated value of the preferred stock is $36.0 million;

however, the Company is in the process of evaluating the fair value of the Series A-2 Convertible Preferred Stock at the acquisition date,

which may differ from its stated value. The final determination of fair value will be completed as part of the preliminary purchase price

allocation.

The allocation of purchase consideration to the assets acquired

and liabilities assumed is preliminary and is based on currently available information and certain assumptions that management believes

are reasonable. The Company has not yet obtained an independent valuation of the identifiable intangible assets acquired in the transaction,

including technology, intellectual property, and other intangible assets.

Certain intellectual property associated with Ignite Proteomics LLC is held under license or other contractual arrangements. Accordingly,

Aditxt acquired rights to use such intellectual property pursuant to the terms of the assignment of the applicable license agreements,

rather than outright ownership. The Company is evaluating these arrangements as part of the preliminary purchase price allocation to determine

the appropriate accounting treatment.

As a result, the pro forma adjustments

presented herein reflect the excess of consideration transferred over the book value of the identifiable net tangible assets acquired

as goodwill. The Company intends to engage an independent valuation specialist to determine the fair value of identifiable intangible

assets acquired and to finalize the purchase price allocation.

Upon completion of the valuation and

related analyses, a portion of the amount currently recorded as goodwill may be reclassified to identifiable intangible assets, which

may be subject to amortization. The final allocation of purchase consideration could differ materially from the preliminary allocation

presented in these unaudited pro forma consolidated financial statements.

No adjustment has been made to reflect amortization of identifiable

intangible assets in the pro forma financial statements because the valuation of such assets, including their fair values and estimated

useful lives, has not yet been completed. Accordingly, amortization expense that will be recognized in future periods is not reflected

herein and could be material.

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the twelve months ended December 31, 2025

2. Preliminary

Purchase Price Allocation (continued)

Notes

Ignite

$'000

Assets acquired

Cash

Restricted cash

Accounts receivable, net

Inventory

131

Prepaid expenses

113

Total Assets

257

Liabilities Assumed

Fair value of identifiable net assets/(liabilities) acquired

257

Goodwill arising on acquisition:

Cash consideration

Ignite operating liabilities

808

Series A-2 Preferred stock, $0.001 par value, 36,000 shares authorized, 36,000 shares issued and outstanding

36,000

Consideration paid

36,808

Less: fair value of identifiable net assets/(liabilities) acquired

(257 )

Goodwill arising from transaction

(a)

36,551

(a) As noted above, a preliminary estimate

of $36,551 has been allocated to goodwill for the Ignite Transaction. Goodwill is calculated as the excess of the preliminary estimate

of the acquisition date fair value of the consideration transferred, over the preliminary estimate of the fair values assigned to the

identifiable assets acquired and liabilities assumed. At this time, all amounts related to the Ignite Transaction have been included in

goodwill; however, once the purchase price allocation is finalized, some amounts currently included in goodwill will be moved to intangible

assets. The preliminary purchase consideration also includes the estimated impact of $808 of Ignite operating liabilities expected to

be settled by Aditxt post-closing. These amounts have been treated as additional purchase consideration and are reflected as an increase

to goodwill.

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the twelve months ended December 31, 2025

3. Pro Forma Adjustments in Connection with the Transactions

The following notes describe the adjustments

reflected in the unaudited pro forma consolidated balance sheet of Aditxt, Inc. as of December 31, 2025, which gives effect to the acquisition

of Ignite Proteomics LLC as if the transaction had occurred on January 1, 2025.

The pro forma adjustments are based

on preliminary estimates and assumptions that are subject to change as additional information becomes available, and the purchase price

allocation is finalized.

(a) Cash

Represents the addition of Ignite Proteomics LLC’s

cash balance of approximately $13 to Aditxt’s consolidated cash balance as of December 31, 2025. No additional cash adjustments

were recorded in the pro forma presentation.

(b) Goodwill

Represents the preliminary recognition of goodwill of approximately

$36,551 resulting from the acquisition of Ignite Proteomics LLC.

Goodwill represents the excess of the preliminary purchase

consideration over the identifiable net tangible assets acquired.

The purchase price allocation is preliminary, as the Company

has not yet completed a third-party valuation of identifiable intangible assets acquired in the transaction, including potential technology,

intellectual property, or other identifiable intangible assets.

The Company has also evaluated the fair value of other assets

acquired and liabilities assumed in the transaction. Based on the preliminary assessment, the carrying values of cash, working capital

items, and other tangible assets are considered to approximate their respective fair values due to their short-term nature or the nature

of the underlying assets.

Accordingly, no material adjustments have been made to the

carrying values of these assets and liabilities in the unaudited pro forma consolidated financial statements.

Upon completion of the valuation and related analyses, a

portion of the amount currently recorded as goodwill may be reallocated to identifiable intangible assets, which may be subject to amortization.

Goodwill is not amortized but will be tested for impairment

at least annually or when indicators of impairment arise.

This includes the estimated impact of Ignite operating liabilities

treated as additional purchase consideration.

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the twelve months ended December 31, 2025

3. Pro Forma Adjustments in Connection with the Transactions

(continued)

Represents the net adjustment to accounts payable and accrued

expenses related to the Ignite Transaction, including:

● $2,486 elimination of Ignite historical accounts payable

and accrued liabilities that were settled or otherwise resolved in connection with the transaction.

● $475 increase to record transaction-related costs incurred

by Aditxt in connection with the acquisition.

These adjustments result in a net reduction of $1,202 to

accounts payable and accrued expenses in the pro forma consolidated balance sheet.

The preliminary

purchase consideration also includes the estimated impact of $808 of Ignite operating liabilities expected to be settled by Aditxt post-closing.

These amounts have been treated as additional purchase consideration and are reflected as an increase to goodwill.

(d) Intercompany Payable to IMAC Holdings

Represents the elimination of $4,579 of intercompany balances

between Ignite and IMAC Holdings, Inc., which are not expected to remain outstanding following the acquisition.

These balances were eliminated as part of the consolidation

adjustments associated with the Ignite Transaction.

The intercompany balances between Ignite Proteomics LLC

and IMAC Holdings, Inc. were settled or otherwise extinguished prior to or in connection with the closing of the transaction. Accordingly,

such balances are not reflected as ongoing obligations of the acquired business and have been eliminated in the unaudited pro forma condensed

consolidated financial statements.

(e) Series A-2 Preferred Stock Issuance

Represents the issuance of 36,000 shares of Series A-2 Convertible

Preferred Stock by Aditxt in connection with the acquisition of Ignite Proteomics LLC.

The preferred stock is recorded at its stated value of $36,000,

which represents the preliminary purchase consideration transferred for the acquisition.

(f) Elimination of Ignite Member’s Equity

Represents the elimination of Ignite’s historical

member’s deficit of $6,807 as part of the consolidation of Ignite into Aditxt’s financial statements.

Upon acquisition, Ignite’s historical equity balances

are eliminated against the purchase consideration transferred.

(g) Transaction Costs

Represents $475 of acquisition-related transaction costs

incurred by Aditxt in connection with the Ignite Transaction.

In accordance with ASC 805-10-25-23, acquisition-related

costs are expensed as incurred and are not included as consideration transferred in a business combination. These costs are reflected

as an increase to general and administrative expenses in the pro forma consolidated statement of earnings.

EX-99.3 — UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2024

EX-99.3

Filename: ea028531901ex99-3.htm · Sequence: 5

Exhibit 99.3

Aditxt Inc.

Unaudited Pro Forma Consolidated Financial Statements

(In U.S. dollars)

December 31, 2024

Aditxt Inc.

Pro Forma Consolidated Statement of Financial Position

(Unaudited)

(In thousands of U.S. dollars)

As of December 31, 2024

Aditxt

Ignite

Pro Forma Adjustments

Notes

Pro Forma Consolidated

ASSETS

CURRENT ASSETS:

Cash

833

Note 3(a)

833

Restricted cash

Accounts receivable, net

Inventory

Prepaid expenses

Investment in Ignite / Aditxt

Subscription receivable

1,109

Other receivable

TOTAL CURRENT ASSETS

1,999

182

2,181

Fixed assets, net

1,548

905

2,453

Intangible assets, net

Deposits

Right of use asset - long term

1,226

Other assets

Goodwill

35,721

Note 3(b)

35,721

Investment in Evofem

27,277

Deposit on acquisition

TOTAL ASSETS

32,144

1,087

35,721

68,952

The accompanying notes are an integral part of

these unaudited pro forma consolidated financial statements.

Aditxt Inc.

Pro Forma Consolidated Statement of Financial Position

(Unaudited)

(In thousands of U.S. dollars)

As of December 31, 2024

Aditxt

Ignite

Pro Forma Adjustments

Notes

Pro Forma Consolidated

LIABILITIES AND STOCKHOLDERS’

EQUITY (DEFICIT) CURRENT LIABILITIES:

Accounts payable and accrued expenses

13,212

449

834

Note 3(c)

14,495

Mandatorily Redeemable C-1 Preferred Stock (896 and 1,178 shares)

1,355

Stock Payable

2,250

Notes payable - related party

115

Notes payable and other short-term debt, net of discount

5,538

Financing on fixed assets

148

Deferred rent

106

Intercompany Payable to IMAC

1,745

(1,745 )

Note 3(d)

Lease liability - current

683

TOTAL CURRENT LIABILITIES

23,407

2,193

(911 )

24,690

Financing on fixed assets - long term

Derivative liability

Lease liability - non-current

436

TOTAL LIABILITIES

23,858

2,193

(911 )

25,141

MEZZANINE EQUITY

Redeemable Series C-1 Preferred stock, $0.001 par value, 1 shares authorized, 7,195 shares authorized, zero shares issued and outstanding, December 31, 2024

7,195

TOTAL MEZZANINE EQUITY

STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred stock, $0.001 par value, 3,000,000 shares authorized, no shares issued and outstanding

Series A-1 Preferred stock, $0.001 par value, 22,280 shares authorized, 22,071 shares authorized, zero shares issued and outstanding, December 31, 2024

Series A-2 Preferred Stock, $0.001 par value; 36,000 shares authorized, zero shares issued and outstanding, December 31, 2024

Note 3(e)

Series B Preferred stock, $0.001 par value, 1 shares authorized, zero shares issued and outstanding, December 31, 2024

Series B-1 Preferred stock, $0.001 par value, 6,000 shares authorized, 2,689 shares issued and outstanding, December 31, 2024

Series B-2 Preferred stock, $0.001 par value, 2,625 shares authorized, 2,625 shares issued and outstanding, December 31, 2024

Series C Preferred stock, $0.001 par value, 1 shares authorized, zero shares issued and outstanding, December 31, 2024

Series D-1 Preferred stock, $0.001 par value, 1 shares authorized, zero shares issued and outstanding, December 31, 2024

Common stock

Treasury stock

(202 )

Additional paid-in capital

169,971

36,000

Note 3(e)

205,971

Accumulated other comprehensive income

Member’s Deficit

(1,106 )

1,106

Note 3(f)

Accumulated deficit

(168,095 )

(475 )

(168,570 )

TOTAL ADITXT, INC. STOCKHOLDERS' EQUITY (DEFICIT)

1,675

(1,106 )

36,631

37,200

NON-CONTROLLING INTEREST

(583 )

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)

1,091

(1,106 )

36,631

36,616

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

32,144

1,087

35,721

68,952

The accompanying notes are an integral part of these unaudited

pro forma consolidated financial statements.

Aditxt Inc.

Pro Forma Consolidated Statement of Earnings

(Unaudited)

(In thousands of U.S. dollars, except share and earnings per share)

For the twelve months ended December 31, 2024

Aditxt

Ignite

Pro Forma Adjustments

Notes

Pro Forma Consolidated

REVENUE

Sales

134

206

Cost of goods sold

627

312

939

Gross profit (loss)

(493 )

(240 )

(733 )

OPERATING EXPENSES

General and administrative expenses

16,286

2,001

475

Note 3(g)

18,762

Research and development

10,886

Sales and marketing

198

Total operating expenses

27,370

2,001

475

29,846

NET LOSS FROM OPERATIONS

(27,864 )

(2,241 )

(475 )

(30,579 )

OTHER EXPENSE

Interest expense

(4,189 )

Interest income

Other income

Amortization of debt discount

(3,175 )

Gain on note exchange agreement

(209 )

Change in fair value of derivative liability

415

Total other expense

(7,156 )

Net loss before provision for income taxes

(35,020 )

(2,241 )

(475 )

(37,736 )

Provision for Income Taxes

NET LOSS

(35,020 )

(2,241 )

(475 )

(37,736 )

NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST

(574 )

NET LOSS ATTRIBUTABLE TO ADITXT & SUBSIDIARIES

(34,446 )

(2,241 )

(475 )

(37,162 )

Deemed Dividends

(5,907 )

NET EARNINGS/(LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS

(40,353 )

(2,241 )

(475 )

(43,069 )

Earnings/(loss) per share: - Continuing Operations

Basic and Diluted

(22,147,415.00 )

(21,534,748.50 )

Weighted average number of shares:

Basic and Diluted

The accompanying notes are an integral part of

these unaudited pro forma consolidated financial statements.

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the twelve months ended December 31, 2024

1. Description of Transaction

Acquisition of Ignite Proteomics

LLC by Aditxt

On March 11, 2026, Aditxt, Inc. (“Aditxt”

or the “Company”) completed the acquisition of all of the equity interests of Ignite Proteomics LLC (“Ignite”),

a Delaware limited liability company and formerly a wholly owned subsidiary of IMAC Holdings, Inc., pursuant to a Securities Purchase

Agreement entered into between the Company, the investors listed on the schedule of buyers attached thereto and IMAC Holdings, Inc.

Under the terms of the Securities Purchase

Agreement, the Company acquired 100% of the issued and outstanding equity interests of Ignite. In connection with the transaction, the

investors transferred their equity interests in Ignite to the Company in exchange for 36,000 shares of the Company’s Series A-2

Convertible Preferred Stock with an aggregate stated value of $36.0 million.

In addition, approximately $0.5 million

of cash was directed through the closing funds flow to satisfy certain transaction-related expenses and obligations associated with the

acquisition. These amounts included payments for legal and administrative costs, as well as net amounts remitted to IMAC Holdings, Inc.,

including amounts previously advanced.

These payments were made to settle

seller obligations and transaction costs in connection with the acquisition and do not represent pre-existing relationships between Aditxt

and Ignite. Accordingly, such amounts have not been reflected as consideration transferred in the preliminary purchase price allocation.

In addition, Aditxt expects to settle

certain operating liabilities of Ignite Proteomics LLC following the acquisition, as identified in Schedule 2 to the transaction agreements

(approximately $808). Although these liabilities were not legally assumed as part of the acquisition, management determined that the settlement

of such obligations represents additional purchase consideration, as Aditxt does not receive a direct economic benefit from the original

incurrence of these liabilities. Accordingly, these amounts have been reflected as an increase to goodwill in the preliminary purchase

price allocation.

Business Combination

The Company evaluated the acquisition

of Ignite Proteomics LLC in accordance with the guidance in ASC 805-10-55 to determine whether the acquired set of activities and assets

constitutes a business.

The acquired set includes inputs, such

as intellectual property, laboratory equipment, and workforce; processes, including proprietary methodologies and operational protocols;

and the ability to generate outputs, including research and development activities and related services.

Based on this evaluation, management

concluded that the acquired set represents a business, as it includes a substantive process that, when applied to the inputs, has the

ability to contribute to the creation of outputs. Accordingly, the transaction has been accounted for as a business combination under

ASC 805.

Continuity of Operations

Following the acquisition, Aditxt has

retained and/or transitioned key employees of Ignite Proteomics LLC and continues to operate the acquired business using substantially

the same processes and operational infrastructure. This continuity of personnel and operations supports the Company’s conclusion

that the acquired set includes a substantive process and will continue to generate output.

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the twelve months ended December 31, 2024

1. Description of Transaction (continued)

Basis of Preparation

The accompanying unaudited Pro Forma

Consolidated Financial Statements of Aditxt have been prepared to give effect to the acquisition of Ignite. The unaudited Pro Forma Consolidated

Statement of Financial Position gives effect to the transaction as if it had occurred on December 31, 2024. The unaudited Pro Forma Consolidated

Statement of Earnings for the twelve months ended December 31, 2024, gives effect to the transaction as if it had occurred on January

1, 2024.

The unaudited Pro Forma Consolidated

Statement of Financial Position combines the historical consolidated statement of financial position of Aditxt as of December 31, 2024,

and the historical statement of financial position of Ignite as of December 31, 2024. Certain amounts may not sum due to rounding.

The unaudited Pro Forma Consolidated

Financial Statements are based on, and should be read in conjunction with:

● the audited consolidated financial statements of Aditxt as

of and for the year ended December 31, 2024 (“Aditxt’s 2024 Annual Consolidated Financial Statements”) prepared in

U.S. dollars in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”);

● the audited financial statements of Ignite as of and for the

year ended December 31, 2024 (“Ignite’s 2024 Financial Statements”) prepared in U.S. dollars in accordance with U.S.

GAAP;

● the audited consolidated financial statements of Aditxt as

of and for the year ended December 31, 2025; and

● the audited financial statements of Ignite as of and for the

year ended December 31, 2025.

The audited consolidated financial

statements of Aditxt for the years ended December 31, 2025 and 2024 are incorporated herein by reference.

Reclassification of Previously Reported

Preferred Stock Information. Certain prior period amounts have been reclassified to conform to the current presentation related to the

Company’s Preferred C-1 shares.

The unaudited Pro Forma Consolidated

Financial Statements have been presented for illustrative purposes only. The pro forma information is not necessarily indicative of what

the combined company’s financial position or financial performance would have been had the transaction been completed on the dates

indicated above, nor does it purport to project the future financial position or operating results of the combined company.

The unaudited Pro Forma Consolidated

Financial Statements do not reflect potential cost savings, operating synergies, or revenue enhancements that may be realized from the

transaction. The actual financial position and results of operations of Aditxt following the closing of the transaction may vary from

the amounts set forth in the unaudited Pro Forma Consolidated Financial Statements, and such variations could be material.

The pro forma adjustments are based

upon available information and certain assumptions believed to be reasonable under the circumstances. The purchase price allocation and

the corresponding fair value adjustments are provisional and subject to refinement as more detailed analyses are completed and additional

information about the fair value of assets acquired and liabilities assumed becomes available. Aditxt will finalize all amounts as it

obtains the necessary information to complete the measurement process, which will be no later than one year from the closing date of the

acquisition.

Accordingly, the pro forma adjustments

are preliminary and have been made solely for the purpose of providing the unaudited Pro Forma Consolidated Financial Statements. Differences

between these preliminary estimates

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the twelve months ended December 31, 2024

1. Description of Transaction (continued)

and the final acquisition accounting

may occur, and such differences could be material to the accompanying unaudited Pro Forma Consolidated Financial Statements and Aditxt’s

future financial performance and financial position.

2. Preliminary

Purchase Price Allocation

The purchase consideration for the acquisition consists

of (i) 36,000 shares of the Company’s Series A-2 Convertible Preferred Stock and (ii) the estimated impact of approximately $808

of Ignite operating liabilities expected to be settled post-closing, which are treated as additional purchase consideration. In accordance

with ASC 805-30-30-1, the consideration transferred in the transaction will be measured at the fair value of the equity interests issued

as of the acquisition date.

The stated value of the preferred stock

is $36.0 million; however, the Company is in the process of evaluating the fair value of the Series A-2 Convertible Preferred Stock at

the acquisition date, which may differ from its stated value. The final determination of fair value will be completed as part of the preliminary

purchase price allocation.

The allocation of purchase

consideration to the assets acquired and liabilities assumed is preliminary and is based on currently available information and

certain assumptions that management believes are reasonable. The Company has not yet obtained an independent valuation of the

identifiable intangible assets acquired in the transaction, including technology, intellectual property, and other intangible

assets.

Certain intellectual property associated with Ignite Proteomics LLC is held under license or other contractual arrangements.

Accordingly, Aditxt acquired rights to use such intellectual property pursuant to the terms of the assignment of the applicable

license agreements, rather than outright ownership. The Company is evaluating these arrangements as part of the preliminary purchase

price allocation to determine the appropriate accounting treatment.

As a result, the pro forma adjustments

presented herein reflect the excess of consideration transferred over the book value of the identifiable net tangible assets acquired

as goodwill. The Company intends to engage an independent valuation specialist to determine the fair value of identifiable intangible

assets acquired and to finalize the purchase price allocation.

Upon completion of the valuation and

related analyses, a portion of the amount currently recorded as goodwill may be reclassified to identifiable intangible assets, which

may be subject to amortization. The final allocation of purchase consideration could differ materially from the preliminary allocation

presented in these unaudited pro forma consolidated financial statements.

No adjustment has been made to reflect

amortization of identifiable intangible assets in the pro forma financial statements because the valuation of such assets, including their

fair values and estimated useful lives, has not yet been completed. Accordingly, amortization expense that will be recognized in future

periods is not reflected herein and could be material.

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the twelve months ended December 31, 2024

2. Preliminary Purchase Price Allocation (continued)

Notes

Ignite

$'000

Assets acquired

Cash

Accounts receivable, net

Inventory

Prepaid expenses

Fixed assets, net

905

Total Assets

1,087

Liabilities Assumed

Fair value of identifiable net assets/(liabilities) acquired

1,087

Goodwill arising on acquisition:

Cash consideration

Ignite operating liabilities

808

Series A-2 Preferred stock, $0.001 par value, 36,000 shares authorized, 36,000 and zero shares issued and outstanding, respectively

36,000

Consideration paid

36,808

Less: fair value of identifiable net assets/(liabilities) acquired

(1,087 )

Goodwill arising from transaction

(a)

35,721

(a) A preliminary estimate of $35,721 has been allocated to goodwill

for the Ignite Transaction. Goodwill is calculated as the excess of the preliminary estimate of the acquisition date fair value of the

consideration transferred, over the preliminary estimate of the fair values assigned to the identifiable assets acquired and liabilities

assumed. At this time, all amounts related to the Ignite Transaction have been included in goodwill; however, once the purchase price

allocation is finalized, some amounts currently included in goodwill will be moved to intangible assets. The preliminary purchase consideration

also includes the estimated impact of approximately $808 of Ignite operating liabilities expected to be settled by Aditxt post-closing,

which has been reflected as an increase to goodwill.

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the twelve months ended December 31, 2024

3. Pro Forma Adjustments in Connection with the Transactions

The following notes describe the adjustments

reflected in the unaudited pro forma consolidated balance sheet of Aditxt, Inc. as of December 31, 2024, which gives effect to the acquisition

of Ignite Proteomics LLC as if the transaction had occurred on January 1, 2024.

The pro forma adjustments are based

on preliminary estimates and assumptions that are subject to change as additional information becomes available, and the purchase price

allocation is finalized.

(a) Cash

Represents the addition of Ignite Proteomics LLC’s

cash balance of approximately $7, which rounds to zero in the pro forma financial statements. No additional cash adjustments were recorded

in the pro forma presentation.

(b) Goodwill

Represents the preliminary recognition of goodwill of approximately

$35,721 resulting from the acquisition of Ignite Proteomics LLC.

Goodwill represents the excess of the preliminary purchase

consideration over the identifiable net tangible assets acquired.

The purchase price allocation is preliminary, as the Company

has not yet completed a third-party valuation of identifiable intangible assets acquired in the transaction, including potential technology,

intellectual property, or other identifiable intangible assets.

The Company has also evaluated the fair value of other assets

acquired and liabilities assumed in the transaction. Based on the preliminary assessment, the carrying values of cash, working capital

items, and other tangible assets are considered to approximate their respective fair values due to their short-term nature or the nature

of the underlying assets.

Accordingly, no material adjustments have been made to

the carrying values of these assets and liabilities in the unaudited pro forma consolidated financial statements.

Upon completion of the valuation and related analyses,

a portion of the amount currently recorded as goodwill may be reallocated to identifiable intangible assets, which may be subject to

amortization.

Goodwill is not amortized but will be tested for impairment

at least annually or when indicators of impairment arise.

This includes the estimated impact of Ignite operating liabilities

treated as additional purchase consideration.

Aditxt Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

(In thousands of U.S. dollars)

For the twelve months ended December 31, 2024

3. Pro Forma Adjustments in Connection with the Transactions

(continued)

Represents the net adjustment to accounts payable and accrued

expenses related to the Ignite Transaction, including:

● $449 elimination of Ignite historical accounts payable and

accrued liabilities that were settled or otherwise resolved in connection with the transaction.

● $475 increase to record transaction-related costs incurred

by Aditxt in connection with the acquisition.

These adjustments result in a net increase of $834 to accounts

payable and accrued expenses in the pro forma consolidated balance sheet.

The preliminary

purchase consideration also includes the estimated impact of $808 of Ignite operating liabilities expected to be settled by Aditxt post-closing.

These amounts have been treated as additional purchase consideration and are reflected as an increase to goodwill.

(d) Intercompany Payable to IMAC Holdings

Represents the elimination of $1,745 of intercompany balances

between Ignite and IMAC Holdings, Inc., which are not expected to remain outstanding following the acquisition.

These balances were eliminated as part of the consolidation

adjustments associated with the Ignite Transaction.

The intercompany balances between Ignite Proteomics LLC

and IMAC Holdings, Inc. were settled or otherwise extinguished prior to or in connection with the closing of the transaction. Accordingly,

such balances are not reflected as ongoing obligations of the acquired business and have been eliminated in the unaudited pro forma condensed

consolidated financial statements.

(e) Series A-2 Preferred Stock Issuance

Represents the issuance of 36,000 shares of Series A-2 Convertible

Preferred Stock by Aditxt in connection with the acquisition of Ignite Proteomics LLC.

The preferred stock is recorded at its stated value of $36,000,

which represents the preliminary purchase consideration transferred for the acquisition.

(f) Elimination of Ignite Member’s Equity

Represents the elimination of Ignite’s historical

member’s deficit of $1,106 as part of the consolidation of Ignite into Aditxt’s financial statements.

Upon acquisition, Ignite’s historical equity balances

are eliminated against the purchase consideration transferred.

(g) Transaction Costs

Represents $475 of acquisition-related transaction costs

incurred by Aditxt in connection with the Ignite Transaction.

In accordance with ASC 805-10-25-23, acquisition-related

costs are expensed as incurred and are not included as consideration transferred in a business combination. These costs are reflected

as an increase to general and administrative expenses in the pro forma consolidated statement of earnings.

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v3.26.1

Cover

Mar. 10, 2026

Cover [Abstract]

Document Type

8-K/A

Amendment Flag

true

Amendment Description

On March 13, 2026, Aditxt, Inc. (the “Company”)

filed a Current Report on Form 8-K (the “Original Report”) reporting the completion of the acquisition of Ignite Proteomics

LLC (“Ignite”) on March 11, 2026. The Original Report indicated that the financial statements of the business acquired, and

the pro forma financial information required by Item 9.01 of Form 8-K would be filed by amendment.

This Current Report on Form 8-K/A amends

the Original Report to provide the financial statements of Ignite and the unaudited pro forma consolidated financial information required

by Item 9.01 of Form 8-K. Except as described herein, this Form 8-K/A does not amend, modify, or update any other information contained

in the Original Report.

Document Period End Date

Mar. 10, 2026

Entity File Number

001-39336

Entity Registrant Name

Aditxt, Inc.

Entity Central Index Key

0001726711

Entity Tax Identification Number

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Entity Incorporation, State or Country Code

Entity Address, Address Line One

2569 Wyandotte St.

Entity Address, Address Line Two

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Entity Address, State or Province

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City Area Code

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870-1200

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