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Get filing alertsAditxt executes 1-for-27 reverse stock split to meet Nasdaq minimum bid price requirement
Filed May 15, 2026 · Period ending May 14, 2026 · ~1 min read
Key Changes
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Board approved 1-for-27 reverse stock split effective May 15, 2026, consolidating every 27 shares into 1 share. Split-adjusted trading begins May 18, 2026 on Nasdaq under ticker ADTX with new CUSIP 007025869.
Item 5.03: Reverse Stock Split verify on EDGAR → -
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Primary purpose is to regain compliance with Nasdaq's minimum bid price requirement, indicating the stock had fallen below exchange listing standards and faced potential delisting risk.
Item 5.03: Nasdaq Compliance verify on EDGAR → -
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Material modification to security holder rights disclosed through the reverse split and certificate of incorporation amendment, affecting all common stockholders proportionately.
Item 3.03: Rights Modification verify on EDGAR → -
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All outstanding stock options, restricted stock units, and warrants will be proportionately adjusted with exercise prices increasing 27x and share counts decreasing by 1/27th, maintaining economic value.
Item 5.03: Equity Awards verify on EDGAR → -
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Fractional shares resulting from the split will be rounded up to the next whole share, providing minor benefit to affected shareholders.
Item 5.03: Fractional Shares verify on EDGAR →
Summary
Aditxt implemented a 1-for-27 reverse stock split effective May 15, 2026, after filing a certificate of amendment with Delaware on May 14. The company explicitly stated this action is primarily intended to bring the stock into compliance with Nasdaq's minimum bid price requirement, signaling the shares had traded below $1.00 for an extended period and faced delisting risk.
Every 27 shares will consolidate into 1 share, proportionally increasing the per-share price while reducing the share count. Split-adjusted trading begins May 18, 2026. Retail investors should understand this is a mechanical change that doesn't alter the company's underlying value or their proportionate ownership.
However, the need for such aggressive consolidation (27-to-1 is substantial) reflects significant stock price deterioration and suggests ongoing business challenges. All equity awards and warrants will be proportionately adjusted to maintain their economic value. Watch whether the post-split stock price maintains compliance above Nasdaq's $1.00 minimum bid requirement in the coming months. If the stock falls below this threshold again, the company would face renewed delisting pressure with fewer options remaining.
Section-by-Section Diff
Event · Item 3.03 — Material Modification to Rights of Security Holders
Item 3.03 — Material Modification to Rights of Security Holders filed; see Key Changes for terms.
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Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in
The company disclosed a material modification to the rights of security holders under Item 3.03. The filing indicates that details are incorporated by reference from other sections of the 8-K, but the provided excerpt is incomplete and does not contain the full disclosure text. This type of item typically involves changes to shareholder rights through amendments to governing documents, new securities issuances, or other corporate actions affecting existing security holders.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Aditxt filed a certificate of amendment to effect a 1-for-27 reverse stock split, effective May 15, 2026, to meet Nasdaq's minimum bid price.
Added in current filing · verify on EDGAR →
Following the Annual Meeting, the Board approved a one-for-twenty-seven (1-for-27) reverse split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”). On May 14, 2026, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment to its certificate of incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split. The Reverse Stock Split will become effective as of 4:01 p.m. Eastern Time on May 15, 2026, and the Company’s common stock will begin trading on a split-adjusted basis when the Nasdaq Stock Market opens on May 18, 2026.
The Board approved and filed a certificate of amendment to implement a 1-for-27 reverse stock split, meaning every 27 shares will be combined into 1 share. The split becomes effective May 15, 2026 at 4:01 p.m. ET, with split-adjusted trading beginning May 18, 2026. This action consolidates the share count and proportionally increases the per-share price.
Added in current filing · verify on EDGAR →
In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, restricted stock units and warrants to purchase shares of common stock and the number of shares reserved for issuance pursuant to the Company’s equity incentive compensation plans.
All outstanding stock options, restricted stock units, and warrants will be proportionately adjusted for the reverse split. The number of shares issuable will decrease by the 1-for-27 ratio while exercise prices will increase proportionately, maintaining the same aggregate economic value for holders of these instruments.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
Any fraction of a share of common stock created as a result of the Reverse Stock Split will be rounded up to the next whole share.
Shareholders will not receive fractional shares from the reverse split. Instead, any fractional shares will be rounded up to the next whole share, providing a small benefit to shareholders who would otherwise hold fractional positions.
Added in current filing · verify on EDGAR →
The Company’s common stock will continue to trade on the Nasdaq Stock Market LLC under the existing symbol “ADTX”, but the security has been assigned a new CUSIP number (007025869).
While the ticker symbol remains ADTX, the stock has been assigned a new CUSIP number (007025869) to reflect the reverse split. This is a standard administrative change that helps distinguish pre-split from post-split shares in trading and settlement systems.
Event · Item 7.01 — Regulation FD Disclosure
Aditxt announced a reverse stock split via press release on May 14, 2026.
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On May 14, 2026, the Company issued a press release announcing the Reverse Stock Split.
Aditxt disclosed that it announced a reverse stock split through a press release on May 14, 2026.1). Reverse stock splits reduce the number of outstanding shares while proportionally increasing the share price, often used to meet exchange listing requirements.
Event · Item 9.01 — Financial Statements and Exhibits
Aditxt filed a Certificate of Amendment to its Certificate of Incorporation and issued a press release on May 14, 2026.
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Certificate of Amendment to Certificate of Incorporation of Aditxt, Inc.
The company filed an amendment to its Certificate of Incorporation. The 8-K does not disclose the specific nature of the amendment, but such changes can include alterations to authorized shares, corporate name, business purpose, or governance provisions. Investors should review the attached exhibit to understand the material terms of the amendment.
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Press release dated May 14, 2026
The company issued a press release on May 14, 2026. The 8-K does not provide the content of the press release, but it is attached as an exhibit. The press release likely provides additional context or public disclosure related to the Certificate of Incorporation amendment or other corporate developments.
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