Shares of Aditxt Inc. (NASDAQ: ADTX) experienced a remarkable surge of 52.11% in after-hours trading, closing at $2.16 on Tuesday. This spike followed the company’s recent filing of a definitive proxy statement, which outlined several key proposals for a special stockholder virtual meeting scheduled for January 30, 2026.
The proxy statement, submitted to the Securities and Exchange Commission, details multiple proposals that require shareholder approval. Notably, 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 consent for issuances exceeding 20% of outstanding shares at prices below market value.
Among the proposals listed are the issuance of common stock related to Series A-1 Convertible Preferred Stock from December 2023, as well as Series C-1 Convertible Preferred Stock and warrants from May and August 2024. Additionally, common stock purchase warrants set for issuance in July 2024 are included in the agenda.
Equity Plans and Corporate Changes
In an effort to enhance employee engagement, Aditxt is also seeking approval for its 2025 Employee Stock Purchase Plan. This initiative allows employees to buy company stock at a discount through payroll deductions. The company aims to amend its 2021 Omnibus Equity Incentive Plan to increase the number of shares available for stock options and equity awards from 3 to 350,000.
Furthermore, the board of directors is requesting discretionary authority to implement a reverse stock split at a ratio ranging from 1-for-5 to 1-for-250, with the precise ratio to be determined within one year of shareholder approval.
Another significant proposal includes a non-binding advisory vote on changing the company’s name from “Aditxt, Inc.” to “bitXbio, Inc.” Kingsdale Advisors has been appointed as the strategic stockholder advisor and proxy solicitation agent for this process.
Despite Tuesday’s positive movement, Aditxt stock has faced considerable challenges over the year, falling by 99.97% year to date. The California-based biotechnology firm currently holds a market capitalization of approximately $794,410.
Trading metrics indicate that Aditxt shares closed down 1.39% at $1.42 prior to the after-hours spike. According to data from Benzinga Pro, the stock has shown a negative price trend across all time frames, highlighting ongoing volatility in the company’s performance.
As developments continue to unfold, investors and stakeholders will be closely monitoring the outcomes of the upcoming special meeting.
