Form 8-K

8-K — Aditxt, Inc.

Accession: 0001213900-26-035973

Filed: 2026-03-30

Period: 2026-03-27

CIK: 0001726711

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0283979-8k_aditxt.htm (Primary)

EX-5.1 — OPINION OF SHEPPARD MULLIN RICHTER & HAMPTON, LLP (ea028397901_ex5-1.htm)

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8-K — CURRENT REPORT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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 27, 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 Street, 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:

☐

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-4(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 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. ☐

Item 8.01 Other Events.

On March 27, 2026, Aditxt, Inc.

(the “Company”) increased the maximum aggregate offering price of the shares of the Company’s common stock, par value

$0.001 per share (the “Common Stock”) issuable under the At The Market Offering Agreement (the “Sales Agreement”)

with H.C. Wainwright & Co., dated October 25, 2024, by an additional $36,800,000 or up to $53,398,964 (the “ATM

Offering Size Increase”), not including the approximately $21,257,000 of shares of common stock sold to date under the Sales Agreement,

and filed a prospectus supplement (the “Current Prospectus Supplement”). A copy of the

legal opinion as to the legality of the $36,800,000 shares of Common Stock issuable under the Sales Agreement and covered by the Current

Prospectus Supplement is filed as Exhibit 5.1 attached hereto.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.

Description

5.1

Opinion of Sheppard Mullin Richter & Hampton, LLP

23.1

Consent of Sheppard Mullin Richter & Hampton, LLP (incorporated into Exhibit 5.1)

104

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

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: March 30, 2026

Aditxt, Inc.

By:

/s/ Amro Albanna

Name:

Amro Albanna

Title:

Chief Executive Officer

EX-5.1 — OPINION OF SHEPPARD MULLIN RICHTER & HAMPTON, LLP

EX-5.1

Filename: ea028397901_ex5-1.htm · Sequence: 2

Exhibit 5.1

Sheppard, Mullin, Richter & Hampton LLP

30 Rockefeller Plaza

New York, New York 10112-0015

212.653.8700 main

212.653.8701 fax

www.sheppardmullin.com

March 30, 2026

VIA ELECTRONIC MAIL

Aditxt, Inc.

2569 Wyandotte Street, Suite 101

Mountain View, CA 94043

Re:

At-The-Market Offering under a Registration

Statement on Form S-3

October 25, 2024, April 3, 2025, and December 12, 2025

Ladies and Gentlemen:

We have acted as counsel to Aditxt, Inc., a Delaware

corporation (the “Company”), with respect to certain matters in connection with the offering by the Company of up to $36,800,000

(the “Shares”) of its common stock, $0.001 par value per share (“Common Stock”), pursuant to the Company’s

Registration Statement on Form S-3 (No. 333-280757) (the “Registration Statement”) filed with the Securities and Exchange

Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), the prospectus included

in the Registration Statement (the “Base Prospectus”), a prospectus supplement dated October 25, 2024 (the “Prior October

Prospectus Supplement”), a prospectus supplement dated April 3, 2025 (the “Prior April Prospectus Supplement”) and a

prospectus supplement dated December 12, 2025 (the “Prior December Prospectus Supplement” and together with the Prior October

Prospectus Supplement, the Prior April Prospectus Supplement and the Prior December Prospectus Supplement, the “Prior Prospectus

Supplements”), filed with the Commission pursuant to Rule 424(b) under the Act and a prospectus supplement dated March 27, 2026,

filed with the Commission pursuant to 424(b) of the Act (the “March 2026 Prospectus Supplement,” together with the Base Prospectus

and the Prior Prospectus Supplements, the “Prospectus”). The Shares are to be sold by the Company in accordance with the at

the market offering agreement dated October 25, 2024, by and between the Company and H.C. Wainwright & Co., LLC (the “Agreement”),

as described in the Prospectus.

This opinion is being furnished in connection

with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining

to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the issue of the

Shares. It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration

Statement is effective under the Act.

In connection with this opinion, we have examined

and relied upon originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement and the Prospectus,

the Company’s articles of incorporation and bylaws, each as currently in effect, the Agreement, and such records, documents, certificates,

memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We

have assumed: the genuineness of all signatures, including endorsements; the legal capacity and competency of all natural persons; the

authenticity of all documents submitted to us as originals; the conformity to originals of all documents submitted to us as copies, including

facsimile, electronic, certified or photostatic copies; the authenticity of the originals of all documents submitted to us as copies;

the accuracy, completeness and authenticity of certificates of public officials; and the due authorization, execution and delivery of

all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness

thereof. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we relied upon statements

and representations of officers and other representatives of the Company and others and of public officials and have not independently

verified such facts.

Page 2

We express no opinion to the extent that future

issuances of securities of the Company and/or anti-dilution adjustments to outstanding securities of the Company cause the number of shares

of Common Stock outstanding or issuable upon conversion or exercise of outstanding securities of the Company to exceed the number of Shares

then issuable under the Agreement.

Based upon the foregoing and subject to the qualifications

and assumptions stated herein, we are of the opinion that, when the Shares are delivered to and paid for in accordance with the terms

of the Agreement, the Registration Statement and the Prospectus, and when evidence of the issuance thereof is duly recorded in the Company’s

books and records, the Shares will be validly issued, fully paid and non-assessable.

In rendering the foregoing opinion, we assumed

that (i) the Company will comply with all applicable requirements in the Delaware General Corporation

Law (the "DGCL") regarding uncertificated shares, and the transfer agent therefor will register the purchaser of any

uncertificated shares as the registered owner thereof in its stock transfer books and records, (ii) each sale of the Shares will be duly

authorized by the Company’s board of directors or a duly authorized committee thereof in accordance with the DGCL, and (iii) upon

the issue of any of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of

shares of Common Stock the Company is then authorized to issue under its certificate of incorporation.

The opinion which we render herein is expressly

limited solely with respect to the laws of the State of Delaware and is based on such laws as in effect on the date hereof. We express

no opinion to the extent that any other laws are applicable to the subject matter hereof and we express no opinion and provide no assurance

with respect to any other laws or as to compliance with any federal or state securities law, rule or regulation.

We hereby consent to the filing of this opinion

with the Commission as an exhibit to the Company’s Current Report on Form 8-K being filed on or about the date hereof and incorporated

by reference into the Registration Statement. We also hereby consent to the reference to our firm in the “Legal Matters” section

in the Prospectus. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required

under Section 7 of the Act or the General Rules and Regulations under the Act.

This opinion is rendered as of the date first

written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought

to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set

forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Shares

or any other agreements or transactions that may be related thereto or contemplated thereby. We are expressing no opinion as to any obligations

that parties other than the Company may have under or in respect of the Shares, or as to the effect that their performance of such obligations

may have upon any of the matters referred to above. No opinion may be implied or inferred beyond the opinion expressly stated above.

Respectfully Submitted,

/s/ Sheppard, Mullin, Richter & Hampton LLP

SHEPPARD, MULLIN, RICHTER & HAMPTON LLP

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