Shares of Aditxt Inc. (NASDAQ:ADTX) experienced a remarkable surge of 52.11% in after-hours trading on Tuesday, reaching $2.16. This significant increase followed the company’s filing of a definitive proxy statement, which announced a special stockholder virtual meeting set for January 30, 2026. The announcement has drawn considerable attention from investors, leading to heightened trading activity.
The proxy statement contains several important proposals that require shareholder approval. According to the filing submitted to the Securities and Exchange Commission (SEC) on Tuesday, stockholders of record as of December 5, 2023 will vote on compliance with Nasdaq Marketplace Rule 5635(d). This rule mandates that shareholder approval is necessary for issuances exceeding 20% of outstanding shares at prices below current market rates.
Key proposals include the issuance of common stock related to the Series A-1 Convertible Preferred Stock from December 2023, as well as the Series C-1 Convertible Preferred Stock and warrants from May and August 2024. Additionally, stockholders will consider common stock purchase warrants scheduled for July 2024, all of which are crucial to Aditxt’s financial strategy.
Employee Stock Purchase and Strategic Changes
Aditxt is also seeking approval for its 2025 Employee Stock Purchase Plan, which enables employees to acquire company stock at a discounted rate through payroll deductions. This plan aims to enhance employee engagement and align their interests with those of shareholders. Another significant proposal involves an amendment to the 2021 Omnibus Equity Incentive Plan, which would increase the number of shares available for stock options and equity awards from 3 to 350,000.
Furthermore, the company is requesting discretionary authority to implement a reverse stock split at a ratio between 1-for-5 and 1-for-250. The exact ratio will be determined by the board following stockholder approval, allowing for flexibility in managing share value.
In addition to these proposals, stockholders will have the opportunity to express their opinions on a non-binding advisory vote regarding a potential name change from “Aditxt, Inc.” to “bitXbio, Inc..” This strategic move reflects the company’s evolving focus and branding.
Current Market Context
Despite the recent spike in share price, Aditxt has faced significant challenges, with its stock down approximately 99.97% year-to-date. The California-based biotech company currently holds a market capitalization of $794,410, indicating a steep decline from previous valuations.
On Tuesday, shares closed down 1.39% at $1.42, according to data from Benzinga Pro. The site’s stock rankings indicate a negative price trend for ADTX across all observed time frames, which may contribute to ongoing volatility.
As Aditxt navigates these pivotal changes, the upcoming shareholder meeting will be crucial in determining the company’s path forward. The involvement of Kingsdale Advisors as the strategic stockholder advisor and proxy solicitation agent signals the company’s commitment to engaging with its investors during this critical period.
Investors are advised to monitor these developments closely, as the outcomes may significantly impact Aditxt’s future operations and market performance.
