--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-23-068230" form_type: "8-K" ticker: "ADTX" cik: "0001726711" company_name: "Aditxt, Inc." filed_at: "2023-08-16T23:59:59+00:00" generated_at: "2026-06-11T08:36:14.438375+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.6 calibrated_materiality_score: 0.6 confidence: "high" source: SEC EDGAR --- # Aditxt shareholders approve reverse stock split (1:5 to 1:200), equity plan increase to 1.5M shares ## Summary - All five director nominees re-elected: Amro Albanna, Shahrokh Shabahang, Brian Brady, Namvar Kiaie, Jeffrey Runge. - Ratification of dbb mckennon as auditor approved with 2,040,719 for, 275,020 against. - Authorization for reverse stock split at board's discretion (range 1:5 to 1:200) approved with 172,053,370 for. - 2021 Equity Plan amended to increase shares from 60,000 to 1,500,000; approved with 612,462 for. - Issuance of shares underlying August 2022 warrants and July 2023 secured notes approved for Nasdaq Rule 5635(d). ## SEC filing metadata - accession: 0001213900-23-068230 - form_type: 8-K - ticker: ADTX - cik: 0001726711 - company_name: Aditxt, Inc. - filed_at: 2023-08-16T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.6 - calibrated_materiality_score: 0.6 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1726711/000121390023068230/0001213900-23-068230-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1726711/000121390023068230/ea183748-8k_aditxt.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-23-068230 - JSON: https://secwatch.observer/filing/0001213900-23-068230.json - Plain text: https://secwatch.observer/filing/0001213900-23-068230.txt ## Key facts - Shareholder Votes Aditxt, Inc. shareholders approved Authorization to issue securities in one or more non-public offerings under Nasdaq Marketplace Rule 5635(d) at the 2023-08-16 meeting. - Outcome: passed - Meeting: 2023-08-16 source text: Proposal 5. At the Annual Meeting, the proposal to authorize the Company to issue securities in one or more non-public offerings in accordance with Nasdaq Marketplace Rule 5635(d) . The result of the votes were as follows: For Against Abstain Broker Non-Vote 659,182 303,770 50,425 1,444,470 evidence_url: https://www.sec.gov/Archives/edgar/data/1726711/000121390023068230/0001213900-23-068230-index.htm - Shareholder Votes Aditxt, Inc. shareholders approved Approval of issuance of shares underlying warrants under Nasdaq Marketplace Rule 5635(d) at the 2023-08-16 meeting. - Outcome: passed - Meeting: 2023-08-16 source text: Proposal 3. At the Annual Meeting, the proposal to approve, for purposes of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying warrants originally issued by the Company in August 2022 . The result of the votes were as follows: For Against Abstain Broker Non-Vote 737,719 221,814 53,844 1,444,470 evidence_url: https://www.sec.gov/Archives/edgar/data/1726711/000121390023068230/0001213900-23-068230-index.htm - Shareholder Votes Aditxt, Inc. shareholders approved Amendment to 2021 Omnibus Equity Incentive Plan to increase shares from 60,000 to 1,500,000 at the 2023-08-16 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-08-16 source text: Proposal 8. At the Annual Meeting, the proposal to approve an amendment to the Company’s 2021 Omnibus Equity Incentive Plan (the “2021 Plan”) to increase the number of shares of common stock issuable thereunder to 1,500,000 shares from 60,000 shares. The result of the votes were as follows: For Against Abstain Broker Non-Vote 612,462 339,675 61,240 1,444,470 evidence_url: https://www.sec.gov/Archives/edgar/data/1726711/000121390023068230/0001213900-23-068230-index.htm - Shareholder Votes Aditxt, Inc. shareholders approved Approval of any change in control under Nasdaq Marketplace Rule 5635 from potential issuance at the 2023-08-16 meeting. - Outcome: passed - Meeting: 2023-08-16 source text: Proposal 6. At the Annual Meeting, the proposal to approve any change in control under Nasdaq Marketplace Rule 5635 that may result from the potential issuance of securities in the non-public offerings . The result of the votes were as follows: For Against Abstain Broker Non-Vote 647,641 319,019 46,717 1,444,470 evidence_url: https://www.sec.gov/Archives/edgar/data/1726711/000121390023068230/0001213900-23-068230-index.htm - Shareholder Votes Aditxt, Inc. shareholders approved Approval of issuance of shares underlying secured promissory notes under Nasdaq Marketplace Rule 5635(d) at the 2023-08-16 meeting. - Outcome: passed - Meeting: 2023-08-16 source text: Proposal 4. At the Annual Meeting, the proposal to approve, for the purpose of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying secured promissory notes originally issued by the Company in July 2023 . The result of the votes were as follows: For Against Abstain Broker Non-Vote 751,316 210,825 51,236 1,444,470 evidence_url: https://www.sec.gov/Archives/edgar/data/1726711/000121390023068230/0001213900-23-068230-index.htm - Shareholder Votes Aditxt, Inc. shareholders approved Election of five directors at the 2023-08-16 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-08-16 source text: At the Annual Meeting, the stockholders approved the election of five (5) members to our board of directors to serve until the Company’s 2024 annual meeting of stockholders or until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death. The result of the votes to elect the five (5) directors were as follows: Directors For Withhold Broker Non-Votes Amro Albanna 863,559 149,818 1,444,470 Shahrokh Shabahang D.D.S., MS, Ph.D. 812,690 200,687 1,444,470 Brian Brady 836,017 177,360 1,444,470 Namvar Kiaie 823,173 190,204 1,444,470 Jeffrey Runge, M.D. 788,824 224,553 1,444,470 evidence_url: https://www.sec.gov/Archives/edgar/data/1726711/000121390023068230/0001213900-23-068230-index.htm - Shareholder Votes Aditxt, Inc. shareholders approved Ratification of the appointment of dbb mckennon as the independent registered public accounting firm at the 2023-08-16 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-08-16 source text: At the Annual Meeting, the stockholders approved the ratification of the appointment of dbb mckennon as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The result of the votes to approve the ratification of the appointment of dbb mckennon were as follows: For Against Abstain 2,040,719 275,020 142,108 evidence_url: https://www.sec.gov/Archives/edgar/data/1726711/000121390023068230/0001213900-23-068230-index.htm - Shareholder Votes Aditxt, Inc. shareholders approved Grant discretionary authority to board to effect reverse stock split at ratio of 1:5 to 1:200 at the 2023-08-16 meeting. - Proposal: reverse split - Outcome: passed - Meeting: 2023-08-16 source text: Proposal 7. At the Annual Meeting, the proposal to grant discretionary authority to the Company’s board of directors to (a) amend the Company’s certificate of incorporation to combine outstanding shares of the Company’s common stock into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range of one-for-five (1:5) to a maximum of a one-for-two hundred (1:200) split, with the exact ratio to be determined by the Company’s board of directors in its sole discretion; and (b) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders . The result of the votes were as follows: For Against Abstain 172,053,370 68,707,395 11,697,082 evidence_url: https://www.sec.gov/Archives/edgar/data/1726711/000121390023068230/0001213900-23-068230-index.htm - Shareholder Votes Aditxt, Inc. shareholders approved Authorization to adjourn the Annual Meeting if necessary at the 2023-08-16 meeting. - Outcome: passed - Meeting: 2023-08-16 source text: Proposal 9. At the Annual Meeting, the proposal to adjourn the Annual Meeting if necessary or appropriate. The result of the votes were as follows: For Against Abstain 1,824,519 516,791 126,537 evidence_url: https://www.sec.gov/Archives/edgar/data/1726711/000121390023068230/0001213900-23-068230-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.