Shares of Aditxt Inc. (NASDAQ: ADTX) surged by 52.11% in after-hours trading, reaching $2.16 on Tuesday. This significant increase follows the company’s recent filing of a definitive proxy statement for a special stockholder virtual meeting scheduled for January 30, 2026.
The proxy statement outlines several critical proposals requiring shareholder approval, as detailed in a filing with the Securities and Exchange Commission on the same day. Stockholders of record as of December 5, 2023, will have the opportunity to vote on compliance with Nasdaq Marketplace Rule 5635(d). This rule mandates shareholder approval for issuances exceeding 20% of outstanding shares when offered at below-market prices.
The proposals include the issuance of common stock related to various convertible preferred stocks and warrants, specifically, the Series A-1 Convertible Preferred Stock from December 2023, Series C-1 Convertible Preferred Stock, and warrants from May and August 2024, along with common stock purchase warrants from July 2024.
Equity Incentives and Strategic Changes
In addition to the stock issuance proposals, Aditxt is seeking shareholder approval for its 2025 Employee Stock Purchase Plan. This plan allows employees to purchase company stock at a discount through payroll deductions. Furthermore, the company aims to amend its 2021 Omnibus Equity Incentive Plan, which governs the granting of stock options and equity awards to employees and directors, increasing the number of shares from 3 to 350,000.
The board of directors also seeks discretionary authority to implement a reverse stock split at a ratio between 1-for-5 and 1-for-250, with the specific ratio to be determined by the board within one year of shareholder approval.
Another notable aspect of the proxy statement is a non-binding advisory vote regarding a proposed name change from “Aditxt, Inc.” to “bitXbio, Inc.” Kingsdale Advisors will act as the strategic stockholder advisor and proxy solicitation agent during this process.
Current Trading Metrics and Market Impact
Despite the recent surge, Aditxt has experienced a dramatic decline of 99.97% year to date. The California-based biotechnology firm currently has a market capitalization of approximately $794,410.
On the same day the stock soared, Aditxt shares closed down 1.39% at $1.42. Data from Benzinga Pro indicates that the stock has a negative price trend across all time frames, suggesting ongoing challenges for the company.
As Aditxt prepares for the upcoming shareholder meeting, the proposed changes and their potential implications for the firm will be closely watched by investors and market analysts alike.
