Form 8-K

8-K — Aditxt, Inc.

Accession: 0001213900-26-071380

Filed: 2026-06-24

Period: 2026-06-23

CIK: 0001726711

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Financial Statements and Exhibits

Documents

8-K — ea0295788-8k_aditxt.htm (Primary)

EX-99.1 — NASDAQ HEARINGS PANEL NOTICE, DATED JUNE 23, 2026 (ea029578801ex99-1.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): June 23, 2026

ADITXT, INC.

(Exact name of registrant

as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

001-39336

82-3204328

(Commission File Number)

(I.R.S. Employer Identification No.)

2569 Wyandotte Street, Suite

101

Mountain View, California

94043

(Address of principal

executive offices, including zip code)

(650)

870-1200

(Registrant’s

telephone number, including area code)

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 per share

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 (17 CFR §230.405) or Rule

12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 3.01. Notice of Delisting or Failure

to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 6, 2026. as previously reported in a Current

Report on Form 8-K filed by Aditxt, Inc. (the “Company”) on May 8, 2026, the Company received formal notice (the “May

6th Letter”) from the Staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market

LLC (“Nasdaq”) that Nasdaq Staff had determined to delist the Company’s securities from Nasdaq. In the May 6th

Letter, the Staff stated that the bid price of the Company’s listed securities had closed at less than $1.00 per share over the

previous 30 consecutive business days, from March 24, 2026 through May 5, 2026, and that, as a result, the Company is not in compliance

with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share (the “Bid

Price Rule”). The Staff further stated in the May 6th Letter that, although companies are typically afforded a 180-calendar

day period to regain compliance with the Bid Price Rule, the Company is not eligible for any such compliance period pursuant to Nasdaq

Listing Rule 5810(c)(3)(A)(iv). The Staff cited the fact that the Company has effected a reverse stock split over the prior one-year period

and has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one.

On May 27, 2026, as previously reported in a Current

Report on Form 8-K filed by the Company on May 29, 2026, the Company received an additional formal notice (the “May 27th

Letter”) from the Staff notifying the Company that, based on the stockholders’ equity of $(35,174,386) reported in the Company’s

Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Form 10-Q”), the Company no longer satisfies the minimum

stockholders’ equity requirement of $2,500,000 for continued listing on Nasdaq under Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’

Equity Requirement”). The May 27th Letter further notes that the Company does not presently satisfy either of the alternative

continued listing standards under Nasdaq Listing Rule 5550(b) — a market value of listed securities of $35 million or net income

from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed

fiscal years (such non-compliance, the “Stockholders’ Equity Deficiency”). The May 27th Letter states that

the Stockholders’ Equity Deficiency serves as an additional basis for delisting the Company’s securities from Nasdaq, and

that the Nasdaq Hearing Panel (the “Panel”) will consider the Stockholders’ Equity Deficiency, together with the matters

that were the subject of the May 6th Letter, in rendering its determination regarding the Company’s continued listing

on Nasdaq.

The Company timely requested a hearing, which

stayed the delisting and suspension of the Company’s securities pending the decision of the Panel. A hearing on the matter was held

on June 11, 2026.

On June 23, 2026, the Panel notified the Company

(the “Notice”) that the Panel has determined to deny the Company’s request to continue its listing on Nasdaq and that

trading in the Company’s common stock will be suspended at the open of trading on June 25, 2026.

The Company may request that Nasdaq Listing and

Hearing Review Council review the decision of the Panel within 15 days of the Company’s receipt of the Notice.

A copy of the Notice is attached to this report

as Exhibit 99.1

This report contains forward-looking statements,

including, but not limited to, the Company’s ability to maintain its listing on Nasdaq and the Company’s ability to have the

Panel’s decisions overturned by the Nasdaq Listing and Hearing Review Council. Such statements are subject to risks and uncertainties,

and actual results may differ materially from those expressed or implied by such forward-looking statements. Investors are cautioned not

to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no

obligation to update any forward-looking statement in this report, except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibits

Description

99.1

Nasdaq Hearings Panel Notice, dated June 23, 2026.

104

Cover Page Interactive Data File (Embedded within the Inline 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: June 24, 2026

By:

/s/ Jeffrey M. Busch

Name:

Jeffrey M. Busch

Title:

Interim Chief Executive Officer

EX-99.1 — NASDAQ HEARINGS PANEL NOTICE, DATED JUNE 23, 2026

EX-99.1

Filename: ea029578801ex99-1.htm · Sequence: 2

Exhibit 99.1

Sent via electronic delivery

June 23, 2026

Keely Moxley

Donohoe Advisory Associates LLC

9801 Washingtonian Blvd Ste 340

Gaithersburg, MD 20878

RE:

Aditxt, Inc. (Symbol: ADTX)

Nasdaq Listing Qualifications Hearings

Docket No. NQ 7352C-26

Dear Ms. Moxley:

The Nasdaq Hearings Panel (the “Panel) has

determined to deny the request of Aditxt, Inc. (the “Company”) to continue its listing on The Nasdaq Stock Market (“Nasdaq”

or the “Exchange”) subject to the conditions described below. Trading in the Company’s common stock will be suspended

at the open of trading on June 25, 2026.

In making its decision, the Panel considered the

entire record, which is incorporated by reference into this decision. Background information about the Company, including its business

description, financial information, market data and compliance history is set forth in the Listing Qualifications Staff’s June 4,

2026 memo to the Panel. The Company had the opportunity to correct anything it believed to be inaccurate in that memo. A hearing on this

matter was held on June 11, 2026.

Listing Standards at Issue. The

Company is in violation of Listing Rules 5550(a)(2), the “Bid Price Rule,” and 5550(b)(1), the “Equity Rule.”

Panel Hearing. At the hearing, the

Company’s senior management and outside advisors outlined its compliance plan for the Panel. The Company describes itself as a social

innovation platform founded for the purpose of discovering, developing, and deploying promising health innovations. Over the past several

years, the Company has built and advanced multiple subsidiaries addressing significant unmet healthcare needs across early cancer detection,

cancer treatment selection, and autoimmune diseases. The Company has three separate subsidiaries, each representing a distinct patient

need, technology platform and timeline to value creation.

The Company represented that Ignite

Proteomics (“Ignite”) is one of its three subsidiaries and the only one that is currently revenue-generating.

Adimune™ and Pearsanta, Inc. – the other two subsidiaries – are in the near-term and future term clinical stages,

respectively. The Company’s interim chief executive officer, Mr. Jeffrey Busch, explained that he joined the Company eight

days prior to the hearing and has experience in building up companies that have been in trouble. Mr. Busch told the Panel that he

played an integral role in the Company’s entering into a binding agreement (“Agreement”) on June 8, 2026, with a

SPAC, Copley Acquisition Corp. (NYSE: COPL), to complete a business combination with Ignite for a value of $150 million. Following

the merger, both Copley and Ignite will become subsidiaries of a newly formed public holding company with Mr. Busch as holding

company CEO and a new CEO will be hired for the Company. The Company represented that it plans to recognize an approximately $125

million increase in shareholder’s equity following the merger. The Company plans to hold a shareholder meeting regarding the

business combination on September 14, 2026 and has requested that the Panel grant them an exception until September 15, 2026 to

finalize the business combination and regain compliance with the Equity Rule.

The Company also represented that on July 23,

2026, it plans to hold a special shareholder meeting to seek approval for a reverse stock split (“RSS”) at a ratio between

1-for-5 and 1-for-250, targeting a post-split price of approximately $5 per share. The Company has requested an exception from the Panel

until August 21, 2026 to regain compliance with the Bid Price Rule.

Panel Analysis and Conclusions.

Based on the information presented, the Panel has determined to delist the Company’s securities from the Exchange. The Panel does

not believe that the Company provided a compelling plan to regain compliance with the Equity Rule. The Panel expressed skepticism as to

why Ignite, which was initially purchased by the Company in March 2026 for $35 million, had increased in value to $150 million in such

a short period of time. The Company explained that a clinical study released by the Dana-Farber Cancer Institute noted that Ignite had

the only commercially available system that was better than the standard protocols, which caused the increase in Ignite’s value.

The Panel noted that notwithstanding the publication of the clinical study and the announcement of the sale of Ignite, investors did not

respond to the Company’s stock price in a favorable way.

Additionally, the Panel does not believe that

the Company has demonstrated a compliance plan that will enable it to maintain Bid Price compliance going forward. The Company confirmed

to the Panel that after the spinoff of Ignite, the two remaining subsidiaries currently have no revenue generating drugs or devices and

the Company’s income statement presented to the Panel reflected a Company loss of approximately $5 million per quarter. As noted

by the Staff, the Company has completed seven RSS to date and has implemented an RSS as recently as May 18, 2026, but was still unable

to regain Bid Price Rule compliance. Staff also note that the Company’s stock has closed below the minimum $1 bid price requirement

for fifty percent of the trading days over the past two years. In light of these concerns, the Panel does not believe that an exception

to the Exchange’s Listing Rules is warranted.

Accordingly, the Company’s common stock

will be delisted from the Exchange.

The Company may request that the Nasdaq Listing

and Hearing Review Council review this Decision. A written request for review must be received within 15 days from the date of this Decision

and should be sent by e-mail to the Office of Appeals and Review at appeals@nasdaq.com. Pursuant to Nasdaq Listing Rule 5820(a), the Company

must submit a fee of $15,000.00 to The Nasdaq Stock Market LLC to cover the cost of the review. Instructions for submitting the fee are

available here. Please include evidence of this payment with the e-mailed request for review by attaching a PDF copy of the wire instructions

or check.

The Company should be aware that the Nasdaq

Listing and Hearing Review Council may, on its own motion, determine to review any Panel decision within 45 calendar days after

issuance of the written decision. If the Listing Council determines to review this Decision, it may affirm, modify, reverse, dismiss

or remand the decision to the Panel. The Company will be immediately notified in the event the Listing Council determines that this

matter will be called for review.

Should you have any questions, please do not hesitate to contact me at (301) 978-8183.

Sincerely,

/s/ Marsha Dixon

Marsha Dixon

Hearings Advisor

The Nasdaq Stock Market LLC

Office of the General Counsel

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