Shares of Aditxt Inc. (NASDAQ: ADTX) experienced a significant surge of 52.11% in after-hours trading on Tuesday, climbing to $2.16. This surge follows the company’s filing of a definitive proxy statement for a special stockholder meeting scheduled for January 30, 2026.
The filing, submitted to the Securities and Exchange Commission, outlines several critical proposals that will require shareholder approval. Notably, stockholders of record as of December 5, 2023, will vote on compliance with Nasdaq Marketplace Rule 5635(d). This rule mandates shareholder approval for issuances exceeding 20% of outstanding shares at prices below the market value.
Key Shareholder Proposals and Changes
The proxy statement includes proposals related to the issuance of common stock underlying various convertible preferred stocks and warrants. These include the Series A-1 Convertible Preferred Stock from December 2023, the Series C-1 Convertible Preferred Stock, and warrants from May and August 2024, as well as common stock purchase warrants from July 2024.
Additionally, Aditxt is seeking approval for its 2025 Employee Stock Purchase Plan, which would enable employees to acquire company stock at a discounted rate through payroll deductions. An amendment to the 2021 Omnibus Equity Incentive Plan is also proposed, increasing the number of shares available for stock options and equity awards from 3 to 350,000.
The board of directors is requesting discretionary authority to conduct a reverse stock split, with a potential ratio ranging from 1-for-5 to 1-for-250. The specific ratio would be determined by the board within one year following stockholder approval.
Another significant aspect of the meeting will be a non-binding advisory vote on changing the company name from Aditxt, Inc. to bitXbio, Inc. The advisory role will be handled by Kingsdale Advisors, who will act as the strategic stockholder advisor and proxy solicitation agent.
Current Trading Metrics and Market Position
Despite the recent surge, Aditxt has seen a steep decline of 99.97% year-to-date, reflecting ongoing challenges in its market position. The California-based biotech firm currently holds a market capitalization of approximately $794,410.
Prior to the after-hours surge, Aditxt shares closed down 1.39% at $1.42 on Tuesday. According to data from Benzinga Pro, the stock exhibits a negative price trend across all time frames, indicating broader market concerns.
As the special meeting approaches, investors will closely monitor the developments surrounding these proposals and the potential impacts on the company’s future trajectory.
